Divided We Stand
by Abandonment Personified
Summary: When a part of you is torn away and destroyed, there are two things you can do: Stop and pick up the pieces, or move on and leave it all behind. Post ROTF.
1. Chapter 1

((Disclaimer: I don't own the Transformers, I'm just borrowing them.))

---

Arcee's optics flickered slightly as she came online.

She could make out blurry shapes overhead and around her, but nothing was clear enough to identify.

She felt as if her systems were running at a fraction of their usual strength. Dull, muted pain wrenched at every circuit in her body, but oddly enough, she felt... nothing... at the same time.

Gears whined in protest as she lifted her head off the surface her frame was lying on (something flat, hard, and metallic) and she quickly settled back down.

She had been sent to Egypt to protect the humans... she had been exchanging shots with Decepticons in Egypt... Arcee recalled those events easily enough. However, it didn't explain why she was lying on a cool metal table in a noticably quieter, more peaceful room.

Had she been taken prisoner?

Unlikely... she wasn't restrained in any way.

_Stop. Think. What's the last thing I remember?_

Lots of sand. Uncomfortable heat. Ruins. Outnumbered by Decepticons. Shots exchanged. The human boy and his prospective mate running towards them.

There had to be more than that...

Arcee shuttered her optics, a frown tugging at her mouth as she struggled to remember. It was like two-thirds of her memories were missing, and once they hit a certain point, there was nothing. There was a large, empty gap where two days' worth of events should have fit.

_Most interesting,_ she mused, pulling herself carefully into a sitting position and adjusting her optics until her vision was as sharp and clear as it had been before her memory lapse.

She instantly recognized Ratchet's repair bay in the NEST base. If the assortment of medial equipment and repair berths weren't a dead giveaway, the large chartreuse mech tinkering with one of his patients was.

Evidently, she had been damaged during the firefight in Egypt.

A shadow fell over her, abruptly pulling her out of her ponderings. Arcee looked up, perhaps a little too quickly, as something in her neck painfully tweaked against a loose cable. She winced.

_Now... why exactly were we in Egypt?_ Arcee wondered, the prickly tingling of a medical scanner fading into the back of her consciousness. _I know we were sent to defend the human boy who claimed that he..._

Her train of thought derailed and tumbled down into a ravine far below.

"Lie _down_," a gruff but slightly gentle voice commanded. "I didn't say you could sit up and start whipping your head back and forth."

Arcee did so obediently, though she was beginning to feel sick with worry.

"The boy," she began hesitantly. "Did he make it? And what of Prime? Is he still... offline?"

Ratchet grunted softly, prodding at a hinge in her knee that stung at his touch. "The humans are safe, and they are en route to their respective homes. As for Prime, he is recovering. He is in recharge right now, but we spoke briefly several hours ago." He pointed off to the left.

True enough, Optimus Prime was recharging a couple berths over, his impressive blue and red frame still battered but a lot less damaged than it had been in Egypt. Every now and then he would shift slightly as if he was trying to find a more comfortable position. One of his arms was hanging over the side of the berth, fingers trailing against the edge of a tarp that was covering something sizeable and rather lumpy.

She listened intently as Ratchet filled in all of the details of the battle in Egypt, the sickening worry that had been plaguing her quickly replaced by shame. Even though Samuel was very much alive, she had still failed him by allowing him to die. If he hadn't been miraculously resurrected...

...Arcee didn't want to think about that.

"I'm still amazed that we suffered no losses," Ratchet continued softly, his rough demeanor's edges frayed and worn by hidden concern that had finally broken free of its concealment. "For a while, you didn't look like you'd make it."

An awkward silence descended. Arcee turned her head away from him to stare blankly at the other side of the repair bay.

"Were we really that damaged?" she asked dryly; a poor stab at humor which failed to penetrate the serious atmosphere.

Of course, she knew what the answer was going to be. It was common knowledge that if you came online to see the tender, worried side of Ratchet, you were probably much closer to offlining than you thought you were.

Ratchet sighed.

"Yes."

She smiled good-naturedly, although the smile was as fragile as she felt. "Just a simple 'yes' for an answer? No tools to the head? No threats of being reassembled into household implements?"

There were a series of whirs and clicks as Ratchet's tools vanished into their compartments set in his arms. "Not today, Arcee. Try and sit up now."

He extended a hand, offering to help her up.

Arcee lightly batted his hand away and eased herself upright. Nothing protested, nothing hurt. She flexed her arms and shoulders experimentally, and found that everything was in good working order.

She was about to slide down to the ground when a sudden realization hit her with more force than a missile from an enraged Decepticon.

She was _blue._

Not that it was anything to be alarmed about - one of her components was electric blue.

However, small things that had been nagging at her slowly added up and compounded.

_She usually onlined in her pink module._

_Two thirds of her memory had vanished._

_She couldn't feel her other two modules._

_The tarp near Prime was obviously hiding something.  
_

_Ratchet was usually a little more friendly and caring towards her than the other Autobots, but not to this extent._

Her optics narrowed to slits as she turned towards the medic, grim curiousity written on her faceplates.

"What's under the tarp?"

It was another question that she already knew the answer to.

--

((A/N: I told my friends that I'd write an Arcee fic, poor femmebot barely got any spotlight in RotF. However I'm a bit of a beginner when it comes to the movieverse, so please tell me if I've got some continuity errors or something.

I'm going with the idea that Arcee is a "tripartite Cybertronian" (like the camera guy from G1) for this fic, in case anyone's wondering. I'll explain things in greater depth when I get to later chapters.))


	2. Chapter 2

(( I had one heck of a time writing this, dialogue isn't something I'm particularly good at. Oh well, enjoy the next chapter :)

Disclaimer: I don't own the Transformers, although I wish I did...))

-

Arcee leaned heavily against the wall outside the medbay, feeling slightly humbled and a lot more pensive than she had been before the mission in Egypt.

Gazing upon your own dead body (or bodies, in her case) was not the most pleasant thing to experience. The melted remnants of what had been her two other modules had served as a macabre reminder of how fragile life was, even when it was housed in metallic armor. To the average human, the heap of scrap was exactly what it looked like - a heap of scrap. Only a Cybertronian, or someone who had worked with them before, would be able to guess that the charred remains had once been a pair of living, functioning femmes.

"We've been through worse," she said aloud, trying to reassure herself.

True enough, she had been through worse. Before coming to Earth, she had worked as a spy behind enemy lines. She had infiltrated Decepticon outposts more times than she cared to remember, and was adept at evading capture even when the odds were stacked against her.

Going from a tripartite to a single-bodied Cybertronian couldn't be worse than being stranded in a well-fortified Decepticon base, surrounded by mechs who could easily crush her underfoot or blast her apart with a single shot. After all, she had originally been Sparked into a single body, and she had made the transition to tripartite easily enough...

_"Your frame wasn't actually all that damaged,"_ Ratchet had told her mere minutes ago, before he had given her the all-clear to return to duty. _"It was the shock of having the majority of your Spark destroyed that rendered you offline for so long."_

_He shook his head in sympathy and continued. "I know what you're thinking, and I'm going to give you the answer now before you get a false sense of hope. Your Spark won't survive being split again."_

Arcee smiled bitterly.

At least she was still alive.

She pushed herself away from the wall, carefully balanced on her single wheel, determined to avoid getting trapped in a rut of despair and hopelessness.

Perhaps a cube of energon would help.

---

Various greetings from the handful of off-duty NEST soldiers came her way as she entered the lounge area.

"Good afternoon," she replied. Her usual greeting, spoken by only one vocalizer instead of three, sounded very unusual to her audio receptors.

Arcee normally felt slightly uneasy around the humans, due to their surprised comments and opinions about the fact that "girl robots" existed. However, this time she could feel their optic sensors - "eyes" - watching her with more intensity than usual as she wheeled towards the energon dispenser in the corner.

"Where's the rest of your gang, Arcee?"

She froze.

She had accepted the fact that she had lost her two other modules, but she couldn't bring herself to admit it out loud.

Her optics beseeched the only other Autobot present, pleading for him to intervene.

Unfortunately, the mech relaxing on the floor seemed to be preoccupied. His optics were bright but unfocused, indicating that he was most likely browsing the Internet.

"They are in the repair bay," Arcee stated stiffly, and quickly seated herself next to the blue Autobot so that hopefully, no other inquiries would come her way.

The mech blinked, optics focusing on her as he became aware of her presence. He sat up hastily.

"Sorry, didn't see you there," Jolt apologized, grinning. "Um... anyway. How are you feeling?"

Arcee's vocalizer locked up before the question on her mind could slip out.

_Who are you?_

Panic snaked around her like a stranging chain.

She couldn't remember who this Autobot was, even though she was certain that they had interacted in the past. He was so familiar that she could almost hear his designation in her head... but apparently, not familiar enough for her to remember.

_Wait..._

A quick search through her memory banks later, and the panic gave way to dread.

The only other Autobots on base who she could remember were Ratchet, Ironhide, and Optimus Prime. She knew that there were several others, but their names and appearances eluded her. Ghosts of lost memories danced through her mind, lingering just out of reach.

Jolt frowned, leaning so close towards her that his concerned face filled her vision. "Arcee? Everything alright?"

"No," she managed, her voice shaky. "I - I'm sorry. I don't think... I can't... I'm heading back to the medbay. There's something I forgot..."

Arcee was up on her wheel and fleeing the lounge area before the poor bewildered Autobot could reply.

---

"Back so soon, Arcee?"

The femme skidded to an abrupt halt, optic ridges raised in surprise. "How'd you know it was me?"

Ratchet chuckled lightly. "The lack of footsteps means that it's either you or Sideswipe. And seeing as Sideswipe is out on sentry patrol, it had to be you."

Arcee flinched.

"I don't remember."

"That could be expected," the medic said comfortingly, though he didn't look up from cleaning his tools. "Ironhide's in command until Prime's fit for active duty. Ask him for -"

"No."

She could practically hear Ratchet's optic ridges raise skeptically. "No?"

Arcee's engine growled in mild frustration. "I don't remember Sideswipe, or any of the others. Only you, and Ironhide, and Prime. I don't even know how many Autobots are on Earth. The memory banks that I stored their data files on must have -"

"Been located in your destroyed modules." He completed the sentence for her. "They already know about your predicament, Arcee, so you don't need to worry," he finished, with an air of _I'm one step ahead of things and I like it that way._

It wasn't hard to figure out who had let them know.

"That makes it easier, I guess," Arcee said after a pause in their conversation.

"You're welcome," Ratchet replied dryly. "I'll compile a memory chip with some of the data that you've lost. I should have it ready by tomorrow morning if Optimus stays in recharge like a good little mech."

Despite her distressed mood, Arcee felt a weak smile creep onto her face. "Little" was one of the last adjectives she'd use to describe the Prime. Maybe it was just perspective...

"Right, then. Thanks." She glanced towards the ominous tarp for a split second before looking away. "I'll get us up-to-date on the patrol roster."

She searched her radar for Ironhide's locating beacon and homed in on it. To her surprise, the old weapons specialist was outside, instead of in the firing range where he usually was at this time of day. Maybe he was terrorizing the local wildlife.

_Why did I say "us"...  
_

Arcee blinked as her optics adjusted to the sunlight.

_...when there's only one of me now?  
_

It wasn't particularly difficult to find her ex-mentor. Ironhide stuck out sharply, a hulking mass of shining black metal against the blue-green ocean and whitish sand. He was sitting close to the ocean's edge, though he kept his "toes" carefully clear of the water.

"Autobot Arcee reporting for duty, sir," she said, just loudly enough for him to hear over the whispering of the waves.

Ironhide _twitched._

Even though he quickly stood up and brushed sand off his frame to hide his reaction, he had been startled, despite the fact that he didn't show it very much.

"Didn't think Ratchet would let you go so soon," he answered, expression unreadable.

Arcee nodded. "Neither did I. However, he released me with a clean bill of health, and told me that you're in charge of things temporarily in case I felt like I was ready for active duty."

"Yeah. Something like that..." Ironhide frowned thoughtfully. "The next patrol shift is yours, then. Take over whenever Sideswipe gets back."

She snapped off a brisk salute. "As you command."

"Aw. Enough with the subordinate act, it makes me feel like I'm even more out of my league. I wasn't built to be the commander of a base," he said, his powerful engine rumbling softly as he sighed, gazing up at the heavens in overexaggerated exasperation. "Prime, get your aft back in gear so I can get back to doing what I do best. It would make both of us much happier, and I'm getting hungry for some destruction."

The gleam of sunlight reflecting off metal flashed in the distance, catching Arcee's attention. She figured that Sideswipe must be on his way back from patrol.

"What were you doing out here, anyway?" she asked quietly, watching as a sleek silver Corvette screamed towards them. "I thought you'd be in the firing range at this time of day. It's some time between dawn and dusk."

If he had caught the good-natured jab, he ignored it entirely.

"I was thinking."

The Corvette began transforming as it neared the two, splitting apart and rearranging itself into a gray Autobot - Sideswipe. His tires screeched wildly as he skidded to an impressive halt.

"Didn't know you could think," Sideswipe commented off-handedly as he nimbly meandered between them, and made a desperate dash for the interior of the base.

Ironhide's expression went from "mild and slightly stoic" to "raging mad." His cannons came to life with a whirring roar, and he stormed after the Corvette with surprising speed for such a massive mech.

Arcee figured that now was an excellent time to begin her patrol.

-

(( A/N: Wow, I've only had the first chapter up for a couple days and I already have 100+ hits and all these fav's and alerts and reviews... *_* Thank you, everyone!

Something interesting I found on the official Transformers movie-character bios:

Ratchet's closest friend is Arcee (though her closest friend is Ironhide, oddly enough)

Lockdown is the worst enemy of Arcee and Ratchet.

Those of you familiar with Transformers Animated may find this amusing. ))


	3. Chapter 3

((As I write this chapter, I'm beginning to wish that I could list three characters that this fic focuses on... because I think Soundwave will be showing up a lot more than I had planned.

Disclaimer: I don't own the Transformers. Sheesh, you'd think they'd get the message already :3 ))

-

According to a certain myth believed by humans(as well as a short story written to entertain their sparklings), a falling meteorite burning up in the planet's atmosphere heralded someone's death.

Arcee paused, looked up, and transformed into her altmode so that she could watch the pair of shooting stars blaze across the night sky without losing her balance.

It seemed slightly symbolic, though it was probably a coincidence. It was impossible for the cosmos to accurately track the lifespans of this small planet's inhabitants. Believing that the falling meteorites represented the two lost parts of her Spark was highly illogical.

However, no one was watching or reading her thoughts, so she decided to indulge in human mythology... just this once.

She zoomed in on the meteorites as they descended, puzzled and slightly worried. By now, the average "shooting star" should have broken up and disintegrated. These meteorites were still whole, except for small pieces of matter that detatched and burned away, and they were curiously large to be just meteorites. They had stayed extremely close together during their fall, even though the smaller one's trajectory should be different.

She transformed back into robot mode and magnified her vision as much as she could, closely watching the two falling objects

_Those are the strangest meteorites I've ever seen..._

They were too symmetrical and smooth to be natural.

If anything, they looked a lot like protoforms...

Arcee raised the alarm.

---

Soundwave got up from the sizeable crater that his landing had caused, and shook himself lightly to dislodge the fine sand that had nestled in his joints and servos.

A small distance away, a second, much smaller protoform hauled himself upright, spitting sand everywhere.

"Your presence was not required, Rumble," Soundwave chided gently.

Rumble shrugged dismissively, though the talkative Decepticon was unnaturally quiet.

The satellite lowered his hand to the ground, allowing the minibot to climb up onto his shoulder. Although the search would not take much time, it would be a long walk, and Cybertronians were not adept at traversing sand.

Soundwave rose to his full height and headed towards the fading signal that had stabbed relentlessly at him for the past few days

His quarry had been partially buried in sand and hidden amongst ancient stone ruins, but he did not need to search any harder to locate it.

As he plowed his way through the ruins, a barrage of furious orders and threats from Megatron assaulted him. Soundwave shrugged them off for the most part, even though he knew that his commander would not be pleased at being ignored.

He had come for something far more important to him than the Decepticon cause.

Moonlight glinted off something metallic.

Soundwave knelt close to it, and began sweeping away the sand with surprising gentleness for a giant robot who had crushed the ruins around him without even acknowledging their destruction.

He felt Rumble's clawed digits dig a little tighter into his shoulder as his search uncovered a mutilated Cybertronian quadruped.

_Ravage._

The only sign of mourning he showed was the way his head was bowed.

"You can make him better, can't you?" Rumble asked.

Soundwave gathered the remains of a close comrade and friend, careful to make sure that not a single piece would be left on this accursed planet.

"You managed to piece Laserbeak back together after the battery incident," the minibot continued uncertainly. "Ravage doesn't look much worse... well, apart from the fact that he's in two pieces... but you can still fix him, right?"

Soundwave opened up the compartment that had been Ravage's "home", and put the spy's remains inside.

The compartment hissed shut, and the Decepticon communications specialist slowly began to shift back into his interplanetary travel form.

"Negative."

Soundwave was a master of appearing completely emotionless, even in situations where other Decepticons would be suffering nervous breakdowns. He had shot down countless enemies and sent many more to their deaths without displaying a hint of remorse. He could remain perfectly impassive during one of Megatron's famous rants without flinching in fear. He could withstand serious injuries without showing any signs of pain.

However, he had been unable to hide the grief-stricken waver in his voice when he acknowledged Ravage's demise.

---

The next morning saw Arcee curled up leisurely in the corner of the Autobot living area, one arm supporting her chin and the other holding a datapad at optic level.

It had been comfirmed that the "meteorites" she had seen last night were indeed Cybertronians making planetfall somewhere in Egypt, but strangely enough, they hadn't even spent fifteen minutes on the planet before leaving. As far as NEST intelligence could tell, they hadn't transmitted anything or shot anything to pieces... which made it look all the more suspicious.

The twins had been dispatched to investigate, but Arcee had a nagging feeling that they wouldn't find anything out of the ordinary.

She was still relatively glad that the mechs were out of the way, if only for a day or two.

It meant that there would be a little more peace and quiet around the base. They were quite the pesky troublemakers.

"What are you reading?"

Arcee looked up to see Sideswipe crouched above her, noting that one of his arms was somewhat singed. She bit back a giggle.

"Popular human literature," she replied shortly.

"About what?"

She pulled the datapad closer towards her as Sideswipe leaned forwards curiously. "You wouldn't like it."

The warrior folded his arms across his chest. "And how do you know that?"

Arcee quirked an optic ridge at him. "You enjoy literature about human courtship rituals which more repetitive descriptions of the protagonist than actual storyline?"

"No." Sideswipe answered almost immediately. He paused, then asked, "Do _you?_"

"Hardly," Arcee answered. "One of the soldiers recommended it to me. He said that human femmes become wildly enamored with the series upon reading it, and believed that the same would hold true for Cybertronian femmes." She smirked, shutting down the datapad. "He was wrong."

She got up to replace the datapad in the "bookshelf" (a large, slightly beat-up crate) when she realized that Sideswipe was trailing after her.

She started towards the lounge area, stopping in the hallway to look behind her.

Sideswipe was several yards away, keeping his distance but still close enough to be annoying.

"Hmm?" she inquired dryly, spinning on her wheel so that she was facing him.

"I heard you lost a good chunk of your memories," he said nonchalantly. "You don't remember me, do you?"

_Sideswipe, Autobot warrior, specialized in close-range combat._

The memory chip that Ratchet had given her earlier that morning was working nicely, she noted.

"Sort of." Arcee continued down the hall, attempting to end the conversation.

_Twin brother of Sunstreaker._

"We made planetfall together, and I took care of Sideways in Shanghai, remember?" he called after her, still hot on her tail. "Carved him open right down the middle after he managed to get away from you. Even I have to admit that I impressed myself."

She twitched irritably. "Why are you telling me all this? I haven't forgotten _everything_, you know, and Shanghai is something that I can remember - for the most part."

"Because I figured that I should at least thank the 'Bot who helped set me up with that kill," Sideswipe explained. "I mean, not that I needed your help or anything, but you sure made it a lot more convenient. Although chasing that Deceptiscum around for a few more minutes would have been fun..."

Arcee added her own little footnote to Sideswipe's entry on the memory chip: _Talkative, arrogant, and annoying. **Avoid unless there is no other option.**  
_

"You aren't as wimpy as you look, actually," he went on. "Maybe if you spent a bit more time training with an expert, such as Yours Truly, you could be just as good on the front lines as me. What do you say?"

She found herself wishing that Sideswipe had been sent to Egypt instead of the twins.

"Frag off," she answered sweetly. "Bother someone else."

"Sorry, no can do. Let's see... Ironhide and Prime are in a conference discussing something with the humans, Ratchet's recharging, 'Bee is halfway across the world with his human, Skids and Mudflap are checking out that thing you spotted last night, Jolt is on patrol, I'm bored, and you aren't busy."

Arcee's cannon glowed with energy as she pointed it up at Sideswipe's chin. "I think I've found something to keep me busy. Unless you want some nice new burn marks to match the ones on your arm, I suggest being bored elsewhere."

The Corvette laughed, seemingly oblivious towards the weapon aimed at his head. "Oh? Fire at me. Go on, I _dare_ you."

Under normal circumstances, she would never have thought about pulling a gun on a fellow Autobot. However, he had asked for it - literally as well as through his actions.

Besides, judging from the light damage on Sideswipe's arm, she wasn't the only one around base who had lost their patience with him.

"Well, seeing as how you're so eager, how could I possibly refuse your request?"

Energy coursed through the cannon mounted on her left arm, begging to be released. She aimed slightly lower, away from his head (she didn't want to hurt him _too_ much) and prepared to...

"Arcee."

Every circuit in her body locked up at the sound of that weary yet powerful voice.

Her cannon deactivated with an odd noise that sounded suspiciously like "eep!"

"Stand down."

She lowered her arm obediently.

"It seems that the conference is over," Sideswipe remarked solemnly, and burst into laughter.

Ignoring the presence of a slightly peeved Optimus Prime, Arcee snarled and lunged at the cackling Corvette. "Well, no slag there! How long did it take your two-kilohertz processor to figure _that_ out?"

A large, strong hand clamped around her shoulders and torso, effectively holding her in place. Another hand grasped her lower body, and she felt herself being lifted into the air.

"This two-kilohertz processor still remembers to look over his shoulder to see if anyone is sneaking up on him," Sideswipe deadpanned. Once he was certain that he wasn't in any trouble, he scooted away into the depths of the base.

She struggled instinctively, uncomfortable with being picked up and held aloft like this, even though Prime would not let her fall out of his hands.

Eventually, she relaxed and met Optimus's stern, mildly disappointed gaze.

"Explain yourself," he said softly.

Arcee tilted her head in the direction that Sideswipe had gone.

"He started it."

Optimus sighed.

-

(( A/N: This was an extremely fun - if not a little sad - chapter to write, but for some reason I feel like I didn't edit it enough...

If anyone is curious as to why Swipey is such an aft, or why Arcee is so aggressive... sit tight, it shall all be explained down the road.

Thank you, everyone, for all the hits, alerts, reviews, and favorites.))


	4. Chapter 4

((Disclaimer: I don't own the Transformers... neither do I have anything witty to put here. ))

---

Arcee tried her best not to look pouty or rebellious as Optimus Prime carefully deposited her on the massive block of metal that served as his desk. (There was an Autobot-sized chair facing the desk, but it was too big for a Transformer of her size)

She sat down on the edge of the desk and craned her neck to look up at the big red-and-blue robot. Prime was in much better condition, most of the dents and scratches were gone, and the only sign that he had been recently impaled through the chest was a hasty-looking repair job in that area.

He met her gaze evenly, though he remained quiet, waiting for her to explain her actions.

"I admit I was a bit out of line back there," she said reluctantly, "but I think even _you_ would feel an irresistable urge to smack him, if you had been in my situation."

"Perhaps I would," Optimus answered. "However, I do not believe that I would act on the impulse."

Arcee felt her temper flare.

"Alright. I screwed up. I'm sorry." Her optics flashed sharply and her hand clenched into a tight fist. "Happy now?"

Optimus ignored her snappy retort with the patience of a leader who had dealt with unruly soldiers many, many times. "You should apologize to Sideswipe, not me."

She fell silent, biting back an acidic retort. Getting mad at Prime wouldn't help, and besides, he was right. Sideswipe deserved an apology from her. He had only been teasing and bragging, and she had almost shot him for it.

...Well, he was still an arrogant fraghead.

"Then I'll go and apologize to him right now." Arcee began to slide off the edge of the desk and onto the floor, but Optimus caught her and set her back on his desk.

"Not so fast," he said. "This was not just a disciplinary talk, Arcee. There was something else that I need to speak to you about."

Arcee quickly settled down, her audios perked up.

"The protoforms you reported last night were confirmed to be Soundwave and one of his minions," Prime began. "It is still unclear as to what they came to Earth for, but it is still worrysome that he can slip past NEST sensors without tripping them."

"And you're worried that they'll try and get his hands on the Witwicky boy?" Arcee guessed.

She could guess from Optimus's expression that she was on the right track, but hadn't quite reached the correct answer, so she racked her processor for another possibility.

"...The boy's mate?"

The Peterbilt nodded slowly. "Samuel already has Bumblebee as his guardian, and I'm fully confident in Bumblebee's ability to keep him safe. However, Soundwave may try to lure him into the open by kidnapping Mikaela and prompting him to 'play the hero'."

Arcee leaned forwards, frowning slightly. "I take it that you want me to be her guardian."

"In short, yes." Optimus's hand crept closer to where his Spark chamber was, seemingly of its own accord, before he caught himself and settled the straying limb on his desk. Arcee's gaze flicked to his freshly repaired armor, taking in all the scars both old and new.

"Ratchet suggested that someone else to be sent in your place, so that he could monitor your recovery," the Prime continued, and she turned her attention back to his face. "However, due to altmodes, it would be difficult for anyone other than you to blend in with the 'neighbors'."

"Neighbors?"

She thought that she heard a faint smile in his voice. "Mikaela Banes is employed at a shop that deals in motorcycles."

Well, that made sense.

Where better for a motorcycle to hide, than among other motorcycles?

---

Arcee was not the happiest Autobot around.

She had been examined (read: poked and prodded in many locations, some of which she preferred untouched) by a scowling, moody Ratchet, uncomfortably packed in a crate that was just big enough to carry her altmode, and shipped across the Pacific Ocean. To make matters worse, she was still sitting in the metal crate in the direct sunlight, waiting for the humans to finish up with the paperwork. She was sorely tempted to transform right there and then, secrecy be damned, and find a nice patch of shade where she could cool down.

It was so hot in there that her air intakes and fans were working overtime in a futile attempt to keep her frame cool.

However, her day was looking up - she could detect Bumblebee's energy signature nearby.

After what felt like hours of waiting, the lid to her crate was finally opened, allowing in a refreshing breeze.

Arcee kept as still as she could while a pair of workmen transferred her out of the crate and walked her over to what looked to be the airport's parking lot. Her optics as well her radar quickly spotted Bumblebee and his humans among the non-Autobot vehicles.

His alarm twittered once in greeting as she was brought closer.

Her temper flared indignantly as she was lifted into a little trailer that was hooked up to the yellow scout's back fender and tied down. She could get around without requiring help! She didn't need to be carried around like an invalid! She...

...remembered that motorcycles were usually expected to have a visible rider, and her hologram projector had been damaged beyond repair.

Frag.

Mikaela leaned closer to Arcee's engine, giving off the appearance of a close examination, but she spoke softly before joining Sam in Bumblebee's interior.

"Hey there, Arcee. We're going to save introductions for later, so that we don't draw too much attention to ourselves. Hope you don't mind."

The blue femme made a disgruntled chirp as Bumblebee pulled out of the parking space. She didn't mind saving introductions for later... too much. It was being towed down the highway that _really_ made her annoyed.

---

Behind his concealing, ever-present faceplate, Soundwave smiled.

The satellite had been watching his target's every move and ravaging the Internet for images of his target's general location for several hours now.

The irrational, emotional part of him wanted to begin the hunt as soon as he had finished repairing the effects of Megatron's last tantrum, but Soundwave's better judgement had won in the end. It was never a good idea to throw yourself headfirst into a situation, he believed... especially when the situation involved infiltrating enemy-controlled territory.

He would bide his time, though.

The target had received reinforcements - what was left of that femme who had responded to Prime's call to Earth. The femme was a tricky one, and by no means weak or unskilled, but she was only a third of her former strength... Soundwave could ignore her easily. There was little she could do to damage him, much less put a halt to his plans. All she could possibly do hold off his minions and call for backup.

However, Soundwave would ensure that backup would not arrive in time to save the being that he was devoted on destroying.

Sometimes, plotting your revenge was almost as sweet as vengeance itself.

-

(( A/N: Hm. This chapter was extremely difficult to write, mostly because of Mister Prime up there. He's a real challenge to get in-character. And it didn't help that I know extremely little about sending vehicles via airplane...

Sorry that this part is so short, but I felt that it would be better to leave Chapter 4 as a bit of an "introductory chapter." ))


	5. Chapter 5

(( I had a feeling that time zones and travel times would confuse me, which is why I deliberately left the time when Arcee was shipped to Tranquility as vague as I could.

I'm sorry I took so long to come up with this mediocre at best chapter. I was hit in rapid succession by a lack of self-esteem, writer's block, a very bad mood swing, and then a general lack of inspiration. Even now, I don't like the part with the humans - I can't seem to write them very well. But I hope Chapter 5 is satisfactory. ))

Disclaimer: I don't own the Transformers... and some of you might be thankful that I don't! ;)

-

It was mid-afternoon when the Autobots and their humans reached a place that was secluded enough for introductions - the park.

Mikaela unloaded the blue femme from the trailer (_Thank the Allspark that's over,_ Arcee thought) and brought her over to Bumblebee's front end.

'Bee flashed his headlights, a snatch of music drifting from his stereo: _I will remember you / Will you remember me?  
_

Arcee overbalanced ever so slightly, barely managing to swing her kickstand out to prevent an embarassing (and probably damaging to the human femme) fall.

"Ratchet told us about your memory, Arcee," Mikaela began softly. "I'm sorry. It must be really tough to lose two-thirds of your life just like that."

She managed to reply with a cheerful "Well, I can manage..." before Sam, who had seated himself on Bumblebee's hood, interrupted.

"Well, then. In case you don't remember, I'm Sam, and this is my girlfriend Mikaela, and - oof!"

Mikaela had elbowed him sharply in the ribs.

"As I was saying," Arcee continued, "I can manage the loss of my memory banks. Ratchet gave me a chip that replaced everything essential that I lost." She angled her front wheel towards the Camaro. "Yes, Bumblebee, I know who you are. Thanks for your concern."

_I'm so happy for you,_ Bumblebee's radio sang.

She laughed softly, careful to keep her volume down so that the family walking across the parking lot wouldn't notice that a motorcycle was laughing. However, she couldn't help but feel guilty at her partial lie.

If not for the chip implanted in her memory banks, he would be a complete stranger to her.

-

Arcee sat in a dark, cramped, but well-kept garage, her petite robot form concealed by a pile of cardboard boxes that reached the ceiling.

Several hours had passed since the "welcome to Tranquility" meeting. The Witwicky boy had taken his mate back to his residence to consume fuel- "invited over for dinner", as he called it. To her mild dismay, Arcee had been dropped off at Mikaela's house.

"I don't think it's anything personal, but my mom doesn't like motorcycles," Sam had apologized.

Arcee didn't take it personally, but she was rather miffed that she was all alone inside some -

A horn honked from somewhere outside.

_:Bumblebee here.:_She jumped as the scout's playful voice came in over her comm unit._ :You alright?:_

She emerged from the garage, coming headlight-to-bumper with the Camaro. _:Yes, I am.:_

_:Good. You sounded disappointed back there, when we... dropped you off.:_

Arcee shrugged. _:I'm only a guest - both in this town as well as on this planet. If the residents ask something of me, then it's only courteous to oblige to the best of my ability. Unless, of course, one of my superiors gives me different commands.:_

Bumblebee sank a little lower on his tires before he replied, _:Samuel's mother is slightly eccentric, you could say. Although I was a little surprised that she would find your presence distasteful.: _

_:Everyone's entitled to their own opinion,:_ Arcee answered.

The Camaro used the lull in their conversation to covertly transform into his robot mode, making sure that he was hidden in the shadow of the garage.

_:You've changed since Egypt, Arcee.:_

_:How so?:_

_:I don't know. You seem a little more uptight. Kind of like Prowl or Red Alert, but not as obsessed with rules and security.:_

Last week, she would have recognized the two mentioned names.

_:If it makes me seem any less uptight, Bumblebee, I almost gave Sideswipe a new scorch mark.:_

'Bee chuckled, his doorwings twitching. _:How's he doing, by the way?:_

Arcee sighed, running cool night air through her intakes, and sat down next to him _:Annoying and arrogant. Ironhide took a few pot shots at him the other day, and I can't blame him.:_

_:He's just hungry for a good race,: _Bumblebee said, revving his engine for emphasis. _:I'm the only 'Bot on base who can outmatch him when it comes to speed. 'Swipe isn't that bad if you catch him in a good mood.:_

She pondered the bit of information skeptically, weighing it in her processor. It seemed logical enough, but could a simple thing like the lack of a racing opponent _really_ have such a negative effect on a mech's disposition?

_:Perhaps,:_ she replied evenly.

_:Speaking of racing...:_ 'Bee began slyly, _:A while back, you said that you could "kick my sorry yellow aft in a race any day". And guess what - we're in a quiet part of town, it's late at night, it's just the two of us, and we're bored. What do you say about it?:_

Arcee figured that if one took the latter part of Bumblebee's statement completely out of context, it would sound like a request to interface.

...And then the scout shuttered one optic at her in an imitation of a wink.

_That's some definite innuendo there._

_:I don't remember challenging you,:_ she answered slowly, feeling very awkward, pointedly ignoring Bumblebee's wink.

She could almost hear his confusion. _:You don't?:_

_:No.: _Resignation weighed down on her as she realized that Bumblebee was probably about to learn how superficial the memory fix was. She didn't know how close they had been before Egypt.

If they had been lovers, that would make things a lot more complicated...

_:Anyway, I probably didn't mean it,: _she said quickly. _:I don't really think I could beat you in a race. I think I was just over-energized or something. But if you want me to, I'll race you.:_

_:Back then, you sounded like you meant it.: _If anything, he seemed slightly disappointed now. _:You said that if you lost, you were a glorified bicycle. You almost requested to be transported to Tranquility just so that we could race.:_

She paused, her Spark clenching nervously. _:A glorified bicycle? Yeah. I think I was over-energized out of my sanity, because I can't see myself saying something that stupid.:_

_:What's wrong with you, Arcee?:_ Bumblebee demanded after a pause, his tone both worried and exasperated. _:I've _never _seen you over-energize, even when we were standing in the middle of a party.:  
_

Slag.

Wrong answer, maybe.

He took her silence the wrong way, and quickly plowed on. _:I guess what I said to you that day was a little rude, maybe... but I didn't think you'd over-energize because of it. I'm sorry, okay? I was just teasing you.: _His doorwings began twitching vigorously and he gestured with his hands, emphasising every word he spoke over the communications channel. _:You don't have to cry. Look, I really am sorry... Honest. I'll drop it, if it makes you feel better.:_

"You haven't done anything wrong," she said aloud, wiping away the fluid that was running down her faceplates. "I should be the one apologizing."

Bumblebee twittered loudly. _:You don't have to blame yourself... it's not your fault.:_

"I think this time, it _is_ my fault," Arcee replied sadly. "I said I remembered who you were, 'Bee, but I didn't _truly_ remember you. It's pretty obvious that we were friends at some point, but that's all I know. Everything else just feels... empty, like it never existed. It's the same way for some others, too - Skids, Mudflap, Jolt, and Sideswipe... I don't know how many memories of them I've lost. The only reason why I could recognize you was because Ratchet gave me a chip that replaced some of the essential data I lost."

She lowered her gaze, unable to meet his stricken optics. Bumblebee's face wasn't particularly expressive, but a stew of emotions - bewilderment, hurt, shock, pity, sadness - was painfully obvious to her. What really made her feel guilty, though, was the knowledge that she was the cause of his distress. If she had just shrugged off her skepticism and raced against him, she would have completely avoided the route their conversation had taken. But how long could she have maintained the deception?

_I guess Ratchet couldn't compile all of the essential __data._

_:I see,:_ he said finally, once he had absorbed her explaination.

_:I didn't think I'd have to tell anyone so soon,: _she admitted, quickly switching back to the communication channel as a lone minivan drove past.

_:Better sooner than later, I guess,:_ Bumblebee responded as he twisted and folded back into his altmode. _:I've got to go pick the humans up. I'll see you later:_

_:Alright,: _she said as Bumblebee drove towards the main road.

He stopped, leaning slightly to one side.

_:Do you really have no memories of what we did together?: _he asked, his tone completely conversational.

_:I don't. Sorry.:_

_:Oh.:_ The Camaro picked up speed, almost giving Arcee the impression that he was trying to get away from her. _:So you don't have feelings for me any more?:_

Arcee was too surprised to reply.

Her engine sputtered weakly and her vocalizer made some choked staticy noises, but that was all the sound she could make.

By the time she could gather enough composure to answer, Bumblebee had turned his communicator off.

---

(( A/N: I didn't think I'd throw _that_ in. o_O

Songs used:

_I Will Remember You_ by Sarah McLachlan

_Happy_ by Saving Jane

No copyright infringement is intended! Please don't point any lawsuits at me! ))


	6. Chapter 6

(( Thank you everyone for all the replies, alerts, fave's, and hits!

Next week will be extremely busy for me, so an update may be slow. I've been operating on 4 hours of sleep lately ;) so please excuse any errors or typos or funny things that don't fit. ))

Disclaimer: Nope. Don't own 'em. Sigh...

-

_Time passes quickly when you're being consumed by worry._

Two weeks away from NEST headquarters already, and still not a single click from Bumblebee.

Sometimes they met on the road, or at Mikaela's place, or at various fast food joints, but Arcee never heard anything from the scout.

He never answered her incoming communications, and when she was around, he would pretend to be an ordinary car.

Arcee wanted to throw all thoughts of "blending in" to the wind, storm over to the Witwicky residence, and pummel Bumblebee until he answered.

_Why are you ignoring me?_ she wanted to ask him. _If you don't tell me what I did wrong, how can I make it up to you?_

_:Is something wrong, Arcee?:_

She blinked.

_:No, sir, everything's fine. I was just... thinking about something.:_

_:I see.:_

Even though an audio-only comm channel, she could practically see Optimus Prime's expression - mildly skeptical, slightly curious, just concerned enough so that you would feel like telling him more, but otherwise placid.

_:How is Bumblebee doing? He hasn't reported back for some time.:_

Her mouth twisted into a scowl. _What a wonderful question to ask,_ she thought sourly, and replied with the least suspicious answer she could come up with.

_:I don't know, Prime. His communicator is off and we haven't spoken ever since I came here.:_

A pause.

_:Perhaps he needs some time alone.:_

Arcee couldn't help but laugh dryly. _:Two weeks seems a little long.:_

_:Sometimes, it takes a very long time to accept a change in one's life.:_

Was that a hinted accusation in his voice?

If what 'Bee had said really had been true at one point, then surely Prime would know about it... He had a way of knowing everything, even things that you tried to keep a secret.

_:Arcee out,: _she replied flatly, and broke the connection.

"I know it's my fault he's gone quiet," she muttered quietly, leaning against the garage wall. "You didn't have to rub it in."

Still, it was extremely hard to accept. She had once been more than friends with Bumblebee? They were in the middle of a war. There was no logical reason to find a bondmate when either one of them could be shot down the very next day. Besides, Arcee saw the Autobots on Earth with her as friends and comrades... but potential lovers?

_Unlikely,_ she told herself immediately.

But maybe long ago, it had been different.

-

Soundwave detatched his cables from the satellite with a malevolent satisfaction and started off towards the Decepticon base.

He had located his target, done his research, and waited for the right moment to strike.

Now was the time to put his carefully constructed plan into action.

The humans would be seperated from their guardians for several hours - just enough time to slip in and perform the deed.

He released his two remaining minions in a dark corner of the base.

"You going somewhere?" Rumble asked. "Why aren't you taking us along? We want to come too!"

_:Silence,:_ he replied through their bond. _:Stay here. I will return.:_

Laserbeak made a quiet chirping sound as Soundwave gently petted the birdlike mech's head, optics narrowing to slits in pleasure.

_:Command: Remain hidden,:_ he reminded them, and launched towards Earth.

Soundwave hated to leave his minions in the company of Megatron and Starscream while he wasn't around to keep an optic on them, but bringing the minibots on this mission would only endanger them.

That annoying yellow pest was more dangerous than he looked.

-

"I'm sorry, but I am _not_ meant for underwater operations!"

Arcee kept her tone polite but firm, trying to ignore the human male's up-to-no-good grin.

"Come on, Arcee," Sam pleaded. "You don't have to do anything. All you have to do is go over the edge of the dock. It's not even that deep!"

"That's beside the point," she sighed, and lowered her voice. "I'm supposed to keep you and Mikaela safe, not assist you in performing stunts that will probably lead to injury."

"People do it all the time," he grumbled. "You've seen videos of it, right?"

"I believe failed stunts shown on _America's Funniest Videos_ are not meant to be replicated."

Sam leaned closer, begging her with his eyes. "Just once, okay? Before Mikaela gets back? I won't ask you again. Promise."

Arcee growled in frustration.

"Fine," she relented at last. "But I'm not holding myself responsible if you hurt yourself."

_I'm going to regret this,_ she lamented as the human let out an exclaimation of victory, patting her seat in thanks, and walked her over to the dock. Cheers and sounds of excitement rose from the other humans at the lake.

She shifted on her suspension as Sam climbed on, a feeling of apprehension setting up home in her Spark. According to her scan, the lake was roughly 8.92 feet deep where her trajectory would bring them...

But as her engine purred to life, the chants of "Go!" and "Do it!" were slowly replaced by worried murmurs and surprised gasps.

The humans' eyes were not on her and Sam anymore, but on a large flaming object hurtling down from the sky.

"It's going to hit us!" someone screamed, which started something akin to a mass panic.

Ignoring the stampede of humans who were trying to get as far from the lake as they could, Arcee scanned the object.

Cybertronian, no doubt.

It landed in the middle of the lake, sending up a huge wave of water which crashed down around her.

"One of yours?" Sam spluttered, rubbing water out of his eyes.

Arcee hoped it was.

However, as the Cybertronian rose to his full height, her hopes were dashed.

It must have been pure dumb luck that this particular Decepticon's information had been stored in her undamaged module's memory bank. And she knew enough about him to know that if they fought, she would be a lifeless pile of scrap afterwards.

Her tires screeched with friction as she executed a perfect U-turn, and her engine roared as she fought to increase the distance between her and the Decepticon.

"He isn't," Arcee growled. "That's Soundwave, and he doesn't attack in person unless he's going to totally annihilate whoever he's going after."

She sensed an increase in the human's heart rate, and fully agreed with his conclusion.

"We're screwed."

-

(( Another lead-in chapter. The next one may take a while - combat scenes aren't my specialty.))


	7. Chapter 7

(( Sorry it took so long for me to update, I've been going through hell these past few days. Not only have almost all of my friends dumped me, I have also lost my unofficial beta readers, the person who helps me with ideas, and the person who helps me keep everyone in-character. As a result, the quality of my writing will probably decrease exponentially. I apologize in advance. ))

Disclaimer: Nope... I don't own them...

-

Arcee transformed as she skidded into the deserted parking lot, unceremoniously dumping the human on the grass while she brought her cannon to life.

Bumblebee was already in robot mode, standing guard over the human female. He looked as combat-ready as possible - battle mask in place, weapons charged, emitting angry electronic chirps at the blue and silver Decepticon storming towards them.

_:Arcee to base,:_ the blue femme transmitted to NEST headquarters, but she stopped when she was met with static. No doubt Soundwave was jamming all communications in the area.

Hopefully, someone back at base would have spotted him landing, and help was on the way. But it would take hours before help arrived, and could they hold their own against one of the most infamous Decepticons?

They had to... for the humans' sake.

Bumblebee pointed at the two humans and then at the highway. _Get them away from here,_ his gestures said.

She wanted to fight as well, prove to everyone that she was just as capable with a single weak body instead of three, but Arcee wasn't about to gamble with the lives of her charges. She simply nodded, shifting back into her vehicle mode.

"Get on!" she shouted to the humans, and they complied.

Her engine stuttered at the combined weight of the two humans, but she adjusted to it quickly and the stutter became an aggressive roar.

She felt her tires heat up with friction as she tore across the asphalt, leaving the larger Cybertronians behind her, and careened onto the highway.

Arcee had put a sizeable distance between her and Soundwave when she noticed something strange on her radar.

Why wasn't the Decepticon following them?

-

Soundwave coldly regarded the yellow pest with a mixture of caution, amusement, and loathing.

He ignored the clips of noise that Bumblebee sent his way, crushing streetlamps and trees as he advanced on the Autobot. Shots pinged off his armor, but he felt nothing more than light stinging sensations, which he brushed off without a second thought.

Bumblebee retreated slowly as he kept up his assault, carefully keeping about eighty feet away from Soundwave.

How typical of an Autobot scout - run in, deal damage, and flee back to a place where others could protect you.

_Coward._

Soundwave lunged forwards with surprising speed for a mech of his type, his clawed hands swiping at the Autobot. As he expected, his attack was swiftly evaded, and the scout replied with another round of pulse cannon blasts.

He winced as a few blasts struck one of the parts of his body that lacked heavy armor plating, but the pain failed to deter him.

If anything, it only hardened his resolve.

An odd kind of thrill filled him as his sonic cannons whined to life, slightly reluctant to awaken from their lack of use. He hadn't had the pleasure of using his specialized weaponry for a frustratingly long period of time. Thankfully, this planet had an atmosphere...

Bumblebee was thrown back several yards by the wall of sonic energy that slammed directly into his chest. He twisted around in midair, landing evenly on his hands and feet instead of on his back.

Unfortunately, Soundwave had closed the distance between them in several swift strides. He reached down to lift the smaller yellow mech into the air, maintaining a vice grip around the scout's neck.

Angry blue optics drilled into him as Bumblebee writhed and flailed, fighting to escape. Blows landed on his arms, denting the dark silver and blue metal. He tightened his hold until Bumblebee's flailing ceased.

Soundwave smiled grimly behind his faceplate, and threw the Autobot to the ground with all his strength. The sound of ripping circuits, straining gears, and furious electronic squeals met his audio receptors.

Satisfied with the reaction, he placed a foot on the scout's chest and pressed down.

Hard.

Bumblebee's chestplate crumpled in on itself, the cheerful yellow metal buckling under the pressure. Various fluids exploded from his frame as the lines containing them burst open, splattering against Soundwave's ankle.

Soundwave was about to crush the pest's head underfoot when a fast-moving object appeared on his radar. Calculating that the yellow Autobot probably wasn't going anywhere, he turned his head to see who was interrupting him...

...and got a cannon blast directly to the faceplate which was powerful enough to send him staggering backwards, away from the fallen scout.

-

To Arcee's dismay, her well-aimed assault didn't seem to hold Soundwave back for long. His fiery red visor glared down at her.

She glared back.

"Suggestion: Flee," the Decepticon stated coldly, kicking her aside.

Arcee picked herself up, shook her head to clear it, and launched another attack upon Soundwave's legs. If she could, she'd have aimed at his chest or head... but seeing as she was a fraction of her opponent's height, she didn't have a chance.

"I won't let you do anything more to him," the femme growled defensively, moving to stand protectively in front of Bumblebee. Her frame ached from her unexpected meeting with Soundwave's foot, but she shoved the pain into the smallest corner of her consciousness that she could find.

Soundwave kicked her away again, and she yelped as she crashed into the ground once more.

She dragged herself forwards, vowing to do everything within her power to protect the mech who had once been her lover.

Bumblebee whimpered as Soundwave's claws looped through his shattered chest plate, cutting through delicate inner wiring.

Arcee's cannon dug into the satellite's ankle and fired at point-blank range, melting the joints and gears together.

Soundwave stumbled, almost letting go of the scout. He recovered quickly, taking a stabilizing step backwards and crushing Arcee's cannon underfoot in one fluid motion.

The femme collapsed, whimpering as she nursed what remained of her arm. Energon flowed freely from a severed fuel line, staining the asphalt.

"All interruptions have been disposed of," Soundwave intoned, returning his attention back to the scout hanging limply in his grasp. He established a direct connection to his victim, his tapping wires snaking out from their compartments and finding their way into various data ports. Bumblebee's weakened firewalls melted away as Soundwave deftly hacked through each of them. He was almost instantly met with a barrage of jumbled thoughts.

Soundwave sorted through each one of them with calm expertise, storing them in his expansive database for later research.

_:S-s-stop:,_ Bumblebee pleaded. _:Don't... t-touch... her.:_

_The femme is of no importance to me,_ he replied, digging his way through Bumblebee's memory banks.

Something made him pause. Something from two weeks ago...

_Ah. His reason for defending her._

_:Perhaps she should be destroyed as well:,_ Soundwave said after a chilly pause. _:It would be suitable vengeance.:_

_:Vengeance? For what? I haven't done anything to you,: _Bumblebee answered, his voice wavering as he fought to stay online.

Soundwave sent a knife-sharp jolt of energy through the wires that connected them. _:Your statement: False.:_

He flipped the smaller mech over, pinning Bumblebee down with his knees, and plunged his claws into his twitching victim's lower torso. His hands closed around the mech's back struts.

It felt... wonderful, in a gruesome way. He could feel energon streaming through his fingers, little zaps from snapping circuits, gears and machinery pressing in around his arms.

No doubt the accursed yellow pest had felt the same things when he destroyed Ravage.

Although it was debatable whether or not he had felt the vengeful pleasure that Soundwave was feeling right now.

_:Are your memories refreshed yet?:_

Soundwave wrenched his entire upper body to the side, ripping out the scout's central nervous relays along with his back struts. Sensory overload assaulted him - crippling physical torment through their connection, screams that either came from rending metal or the Autobot's vocalizer, the phantom ache in his Spark that reminded him of Ravage's absence, warm fluids coating his hands and arms.

He flung the sparking, twisted length of metal to the ground, casting a last hateful glance towards the worthless scum who had robbed him of one of his beloved "children."

For a moment he considered destroying the femme so that Bumblebee's last memory could be the death of his femme, but eventually he decided against it. The blue femme wasn't worth his attention. Besides, he could feel worry and loneliness seeping through the link with his remaining minions, and he didn't want to keep them waiting any longer.

The tapping wires detatched themselves and slithered back inside their compartments. Soundwave transformed, lifted the communications block, and launched himself into the atmosphere.

His work here was done.

-

Arcee moaned softly as she returned to the world of the online.

She sat up clumsily, shutting off the pain receptors in her damaged arm, looking around at the scene around her. There was a large van pulling into the parkling lot, but she couldn't even tell if it was Cybertronian, much less ally or enemy. There was energon, oil, and other kinds of mechanical fluids everywhere.

"...'Bee?" she asked.

No response.

Her fuel tank lurched unpleasantly as she laid optics on the mangled yellow frame.

_Oh, 'Bee... What did he do to you?_

She crawled over, her hand trailing through the spreading pool of energon that flowed from his ruptured fuel lines.

His optics were dark.

He didn't twitch when she poked his arm.

She could see the faint, pale glow of his Spark if she peered past the jungle of broken metal and circuits.

This wasn't good.

Arcee went over the basic repair protocols as quickly as she could. First of all, she had to find a way to stop any more of his energon from leaking out, or he'd bleed dry. And once he wasn't in danger of complete energy depletion, she would send a distress signal back to base.

Unfortunately, her cannon had been demolished, so forcibly welding shut the ruptured fuel lines was out of the question...

Fighting back the growing desire to purge her fuel tank, she took an emergency energon ration out of her subspace and consumed it as quickly as she could. She planned to hook her own systems up to his for a forced fuel transfer - hopefully she had enough energon in her body to keep both of them alive until help came.

Her comlink crackled to life as she attatched some of her energon lines to Bumblebee's. She heard what sounded like jet engines in the background, but Optimus Prime's calm yet concerned voice was perfectly audible.

_:Arcee, what is the situation?:_

_:Soundwave attacked. He disabled both of us and fled the scene.:_

She settled down onto the ground next to Bumblebee, stroking the back of his head with shaking hands. There were humans gathering on the far edge of the parking lot, setting up their cameras and microphones and other devices she didn't care to identify. Sooner or later, the Autobots' existance would be revealed... but it wasn't her job to worry about that.

Right now, she had something more important to worry about.

Prime growled in a rare display of anger. _:We are en route. In the meantime, damage report.:_

_:Umm...:_ Arcee narrowed her optics, thinking hard. All of her medical knowledge had suddenly decided to run and hide. _:'Bee's got it bad. Soundwave tore out a good chunk of his back, he's leaking all over the place and I think his Spark's fading. I'm giving him some of my energon, but I don't know how long it'll last.:_

_:And what about you?: _Optimus asked.

She flinched as a "low energy" alarm nagged at her.

_:I'm fine, more or less,:_ Arcee replied. _:Just missing an arm and running a little bit low on energy. It's 'Bee who I'm concerned about. All of the energon he's getting is winding up leaking onto the ground.:_

Another comm channel clicked open intrusively. _:You haven't done anything to seal off the leaks?!: _That was Ratchet, and he seemed ready to fly into an infamous Ratchet Rage..

_:My cannon got smashed,: _she replied sheepishly, momentarily forgetting the fact that Prime could listen in... and knowing him, he probably was listening in.

Ratchet grunted. _:What about your repair kit? I don't suppose _that_ got smashed as well.:_

Awkward pause.

_:I don't have a repair kit.:_

Deadpan silence.

_:You and I are going to have a very long talk when you return to base.:_

_:Yes, Ratchet.:_

Her comlink clicked off abruptly before she could get a reply. It had probably shut itself down in order to conserve her dwindling energy.

_I can't keep both of us functioning,_ Arcee realized. A resigned, sinking feeling had set up shop in her Spark.

If she ended the transfusion, she had more than enough energon left in her fuel lines to stay online until help arrived.

_Ending the transfusion will end Bumblebee's life, though._

If she continued feeding him energy, it would keep him alive until she went offline from lack of energy... and Bumblebee would quickly follow.

Logic dictated that she save up what energy she had left. Keep herself alive, so that the Autobots wouldn't suffer two losses in one day.

Arcee stopped to consider it.

_If you let him die, he wouldn't be able to hate you for saving your energy,_ the darkest corners of her mind whispered. _He'd be dead._

_ Besides, you barely know him anymore. What is he to you? Just a fellow soldier, which there are plenty of in the universe. And he also knows that he's too close to death to be saved. You have nothing to lose by saving yourself._

A bright light flashed somewhere off to her right - a camera going off.

_If I did let him die, I'd hate myself for it,_ she replied fiercely. _He said that I was more than a friend to him - a lover, I think. Even though I didn't do it on purpose, I've already abandoned him once. I'm not going to abandon him again._

Arcee powered down all her non-vital functions, going so far as to shut off her optics, audio receptors, and auto-repair. It was risky, especially if Soundwave came back to finish them off, but it was a risk she was willing to take.

Besides, only Decepticons left their friends to die.

As silence and darkness closed in around her, she only hoped that they would hold out long enough for help to get there.

-

((A/N: Ok, lemme set one thing straight... the way I see things, Soundwave's wires/cables/tentacles are meant for hacking purposes only and nothing more - I'm not writing in Kiss Players-verse here. *shiver*

I'm going to try and fit a lot of character interaction/development in the next chapter, so stay tuned. ))


	8. Chapter 8

(( Thank you for all the reviews and encouragement everyone... they're a huge source of motivation to me. ))

Disclaimer: *checks again* Nope, still don't own them.

-

Arcee blinked, her optics resetting themselves rapidly as they struggled to focus on an energon cube that was hovering inches from her nose. She reached out for it with an arm that wasn't there.

"Good morning, Arcee."

She hadn't even known that Ironhide's voice was capable of being that gentle.

The big black mech was sitting cross-legged on the floor, leaning back against the wall. If she tilted her head up and to the right, she could see concern etched on his battle-scarred faceplates. His left arm was curled around her shoulder, supporting her head and upper body while his free hand pushed the half-empty cube against her lips...

Arcee turned away indignantly. Being cradled like a sick sparkling was something she could just barely tolerate. Being fed while she was being cradled was out of the question.

"I can feed myself, thank you," she said peevishly, swiping the cube out of Ironhide's hand and chugging down the remaining energon.

"Ratchet told me not to let you overexert yourself," Ironhide replied, shifting into a more comfortable position.

Arcee slid off the mech's legs and leaned against the wall next to him. "Do you really think I'm _that_ fragile?"

"Yes." The answer was prompt and serious enough, but she could tell that the old weapon specialist was just teasing her.

She giggled lightly.

"Arcee, I am being serious here."

Okay... maybe not.

"Currently, you are the easiest target out of all the Autobots stationed on Earth." His deep blue optics drilled into hers. "It was amazing, even miraculous, that Soundwave didn't crush you into the ground when he had the chance. If I were in charge, I'd forbid you from engaging in combat until your frame receives suitable upgrades."

She raised an optic ridge skeptically. "Are you trying to make me feel better, or are you trying to patronize me?"

Ironhide made a vaguely apologetic noise. "I would rather not see you damaged in battle."

A grin made its way onto Arcee's face. "How sweet of you to be so concerned for me."

To her surprise, he didn't brush her statement off or glare at her like he usually did. He simply stared down at the smooth metal floor, optics dimming.

For a moment, Arcee saw nothing more than a weary old mech who had seen more tragedy than happiness, instead of the gruff and violent warrior that everyone was used to. The dents, scars, and nicks adorning his body seemed to stand out even more as he sighed deeply.

"I'm concerned about the whole lot of you," he growled softly. "After what Soundwave did to Bumblebee..."

He trailed off solemnly.

"How is he, by the way?" Arcee asked, dropping her voice to an almost-whisper. "Did he make it? Or did he..."

"He is still functioning," Ironhide interrupted, his fists clenched so tightly that she could hear the servos in his hands squeaking from the stress. "If you hadn't given him the energon transfusion, we'd be mourning him right now. Even still, Ratchet says that we all must be prepared to let him go at any moment."

She had fully expected bad news, but she still felt her Spark clench painfully and fluid threaten to leak from her optics. Nodding, she chose to remain respectfully silent.

"If that damned 'Con was trying to destroy our morale, he did a good job of it." The mech shuttered his optics, tilting his head back to stare listlessly at the dark ceiling far above them. "Ratchet barricaded himself in the medbay with Jolt so that they can work on 'Bee without interruption, Prime's holed up in his office with his head in his hands, and I had to toss the twins outside because they wouldn't stop trying to break into medbay. Sideswipe is... somewhat unstable." He shook his head sadly. "If he approaches you, tell me and I'll sort him out."

_So that's why I onlined in this small hangar instead of medbay,_ she thought with some slight amusement.

"It's my fault, isn't it?" Arcee muttered dejectedly, staring at her shoulder. Her damaged right arm had been completely removed, all neural wires and fuel lines closed off until a replacement could be made. "If I was a better warrior, I could have chased Soundwave off."

_And how are _you_ feeling through all this, Ironhide?_

She received a pointed but gentle flick to the side of her head, courtesy of Ironhide.

"Don't go blaming yourself for something a slaggin' Decepticon did," he growled sharply. "This is _Soundwave_ we're talking about, not one of Megatron's flunkies. He isn't the strongest 'Con around, but he may very well may be the smartest. I'd guess -"

His comlink chirped loudly, cutting him off.

"Prime's calling me," Ironhide said, getting to his feet with a grunt. "Try and stay someplace populated. I will try not to take too long."

She nodded again, flipping herself upright on her wheel... and promptly overbalanced, toppling over onto her left side with an undignified crash.

Ironhide made a choking noise.

"On second thought, stay here," he corrected himself, and strode away.

Arcee glared at his retreating back, settling into a more natural sitting position. Balancing on a single wheel was never an easy feat... and it was much harder when you were missing an arm.

She rested her chin on her hand and immersed herself in thought. How was Bumblebee doing? Would he be angry at her when he woke up? Why had Soundwave ignored her, and where had the satellite's minions been during the attack? Why hadn't the humans been attacked - and speaking of which, what had happened to Samuel and Mikaela?

Something metallic glittered in the other end of the dark hangar bay that she was residing in, but it escaped her notice.

A sigh of boredom and worry escaped her.

_Ratchet says that we all must be prepared to let Bumblebee go at any moment..._ the grim words danced through her mind, chasing away all thoughts of peace and quiet. She didn't know about the other Autobots, but she was definately **not** ready to let 'Bee return to the Matrix. She needed to patch things up with him, smooth some things over, and do a good deal of explaining.

She heard something - it was quiet, a sound she'd have missed if it hadn't been completely silent. It sounded faintly like a tire rolling over metal...

"Sideswipe?" she asked nervously.

The silver mech emerged from the shadows, looming over her forebodingly. His optics were bright, but unnervingly cold.

"Hello," he replied, his tone dripping with malice. "I've been looking for you."

Mental alarms went off in her head. "Oh?"

The Corvette meandered towards her slowly, all traces of the pompous pest she had remembered replaced by a wicked deadliness. His swords were out, she noticed.

"Wanted to ask you something," Sideswipe said conversationally.

_:He found me, and he's giving me the creeps,:_ Arcee quickly sent to Ironhide. Keeping an inquisitive expression on her face, she said, "Ask away, then."

Sideswipe reached down and picked her up roughly by the neck, lifting her until she was at optic level with him.

"How do you feel?" he hissed. "Happy to be alive and in one piece, aren't you?"

_:Fragger,:_ Ironhide replied. _:I'll be right over.:_

She narrowed her optics suspiciously. "If you were alive and in one piece, wouldn't _you_ be happy?"

"Not if I had to sacrifice a friend to get out alive," Sideswipe growled, releasing his grip without warning.

Arcee braced her fall against his knee, easing herself to the ground. "What are you getting at? If you're implying something, spit it out. I'm not a mind-reader."

"You of all Autobots should know," the Corvette answered frostily.

She backed away from him. "Actually, I don't. Care to enlighten me?"

"Frag it all, you're as stupid as you are cowardly!" Sideswipe roared, lunging forwards with frightening hostility. "You dumped Bumblebee, then you ran and hid while Soundwave pounded the slag out of him! That's why you're hiding in here like - like a _coward!_ You abandoned him, and now you're feeling guilty! You should be guilty, because he's going to die and it's all your fault!"

A dull gray blade would have embedded itself in her head if she hadn't ducked to the side at the last minute.

"Are you insane?!" she shouted, scrambling to the side. "Ironhide told me that I kept him alive! I shared my energy with him so that he wouldn't die, and you have the bolts to say that I abandoned him?"

"Yes!" A second blade flicked across her chest, leaving a long scratch in the electric blue paint. "Why'd you run off? Why didn't you stand and fight with him? He's your comrade, isn't he? Isn't he your _friend?_"

_:I hope you've got backup, because he's totally gone off the deep end,:_ she told Ironhide as Sideswipe's blades stabbed at her once more.

"If you have no idea what you're talking about," Arcee replied tersely, "then you have no reason to say anything about it."

"I know damn well what I'm talking about, femme," the mech spat, detatching two of his swords and spinning them idly in his hands. "I've made plenty of spineless little cowards pay the price for abandoning their friends."

Arcee forced her frame upright through sheer willpower alone, managing to flee in a wobbly semicircle before she toppled onto her side once more.

"That's right, flee," Sideswipe taunted, running sweeping rings around her. "You're just a femme, anyway. Everyone knows they're weaker, fragile, and useless in combat. What are you going to do, run to someone for help?"

She caught his wrist when he stabbed downwards at her, and twisted her shoulder around to send him sprawling face-first.

"So you _can_ fight," he said, rolling over and surging upright. "Why didn't you do anything _useful_ to help Bumblebee with Soundwave?" He raised the pitch of his vocalizer, making a poor mockery of her voice. "_Don't touch him! He's my boyfriend and I will stop you with the power of love!"_

"Shut up," Arcee snapped as her control over her temper slipped. "You have no idea what the frag you're talking about. If I had my cannon, I'd blast you full of holes, hammer you into a spherical shape, boot your sorry aft into orbit, and then you'd be Earth's newest moon. And who's the coward, attacking someone who -"

The tip of his sword pierced her chestplate, scratching against her Spark chamber. She suddenly remembered how easily Sideswipe had halved the Decepticon in Shanghai, and fell silent.

"Don't make threats you'll never be able to fufill." Sideswipe wiggled his blade around, a bloodthirsty grin twisting his features.

Arcee shuttered her optics, trying to ignore the pain and the energon trickling from the cut in her chest. She could feel the ground vibrating from two running mechs...

"I take back my offer of teaching you," he sneered. "I couldn't do anything with someone as pathetic as you."

"You'll be lucky if Prime doesn't rip your components apart," Arcee managed. "For all your talk of comradeship, you seem to have forgotten that comrades aren't supposed to attack each other."

The sword stabbed deeper.

"I'm not attacking a comrade!" Sideswipe screeched.

"Really?" she ground out, glaring at him with as much strength as she could gather. "Then why do you have me pinned in a potentially fatal way?"

The mech pinned her with his foot/wheel, ripping his sword out of her chest and holding it high above her. Energon dripped off the Cybertanium point, splashing on her face.

"You're just a pitiful little coward," he grinned, lowering his blade with painful slowness.

"That may be true," she replied, her hopes rising at the pounding sound of heavy mech strides, "but at least this pitiful little coward keeps an optic on her radar, to make sure that the commanding officer isn't about to..."

_Crash!_

The rest of Arcee's reply was cut off as a ticked-off Optimus Prime plowed into Sideswipe with enough force to send both of them smashing into the hangar wall. Ironhide gently scooped her up in his arms, carrying her out of the hangar.

"I should have known he'd pull something like this," he lamented. "Should have brought you with me."

"What's wrong with him?" Arcee asked, wiping away the energon that was trickling from her wound.

Ironhide watched the two wrestling mechs stoically. "He's channeling his twin."

A name ghosted past her, and vanished as quickly as it had come.

"His twin?"

The weapons specialist didn't answer.

Less than a minute later, Optimus dragged a subdued, battered Sideswipe out of the hangar by the "scruff" of his neck.

"All yours, Ironhide," Prime stated simply, retracting his faceplate and battle blades.

"Right." The Topkick's expression was somewhere between _frighteningly eager _and _raging mad_ as he gently deposited his armful of femme on the floor. "What do you think, you overgrown sparkling? A good fight in the training room should burn off some of that excess energy."

Sideswipe nodded meekly as he was forcefully pushed and prodded to the training hall.

"...What's _his_ problem?" Arcee thought aloud.

Optimus tilted his head to the side pensively, leaning down to scoop her up in his hands. Arcee scowled - she was getting tired of being held and carried around.

"'His problem' is a long story," he stated simply, examining the cut in her chest. "But we have the time to discuss it."

He carried her not to his office, but a smaller room that she was unfamiliar with... his quarters. Ignoring the femme's shy distress, Optimus set her down on his recharge berth and closed the door.

"Um... sir?" Arcee squeaked.

"Your injury requires medical attention," the Peterbilt pointed out. "Ratchet has requested to be left alone, otherwise I would have brought you to him."

"...Oh." She lay down obediently, blinking several times in dazed surprise. "No disrespect meant sir, but I never knew you could do medic work..."

Optimus raised an optic ridge at her, a smile tugging on the corners of his mouth. "If I had devoted myself to the art of combat and nothing more, I would not have survived as long as I have."

He took a small repair kit out of his subspace, rifling through the case for items he would need.

"Where'd you get that?" Arcee asked. It was a stupid question, but being in Optimus Prime's room, lying down less than three meters from him, with the door closed... it made her uncomfortable, to say the least.

"Unlike most of my soldiers, I keep an emergency repair kit with me," he said dryly.

She felt her faceplates heat up with shame. "Lesson learned, sir."

"So..." Optimus brought out a welding tool and leaned over Arcee's prone frame in order to inspect the cut. "You were asking what Sideswipe's problem was?"

Arcee nodded, wincing as the welder poked at something that stung madly.

"Bumblebee is perhaps the only Autobot he will ever open up to," he began slowly, carefully beginning repairs on her. "Ever since Sideswipe's twin brother vanished, he began to pick up some of Sunstreaker's personality... the arrogance, the lack of remorse. I have yet to learn the nature of Sunstreaker's disappearance, but Sideswipe seems to have given up on being reunited with him. In order to fill the gap that Sunstreaker left, he started treating Bumblebee like a younger brother."

"And he doesn't want to lose Bumblebee?" Arcee guessed, pulling away sharply as the welder jabbed the same sore spot.

Prime's free hand clamped firmly over her middle, pinning her down to the berth. "I would - please, stay still - believe that to be the case. Sideswipe has always been one of the fiercest, most devoted warriors I have ever seen. He... are you all right?"

Arcee was twitching slightly, optics wide, a silly little grin on her face.

She was in a position that would make many femmes sick with envy.

Optimus Prime was leaning over her, holding her down, his face (which was quite pleasing to the optics...) within arm's reach, his broad chest close enough that she could feel warm air flowing from his intakes. And to put the energon goodie on top of the high-grade, he was _repairing_ her.

Yes, it was almost every femme's dream come true.

"I'm fine," she giggled. "Keep going."

He nodded. "He was always slightly on the... wild... side, but ever since Sunstreaker's disappearance, his mental state has become increasingly unstable."

_No slag there,_ Arcee thought.

"The same skill and fervor that he defeats his enemies with can quickly turn against his fellow Autobots," Prime said sadly. "Normally Bumblebee helps him control his temper, but with Bumblebee out of commision and in such a state... He is worried, frightened, and enraged, but he is too stubborn to show it, so he takes out his frustrations on what he believes is the cause of the problem. Since Soundwave was unreachable, he went for you."

Arcee's shyness dissolved, despairing bitterness taking its place.

"So I'm the cause of the problem?" she asked forlornly. "Maybe he's right... I've always had my doubts about whether or not I was strong enough for battle, and..."

Her voice trailed off into the high-pitched electronic keening of a deeply distraught Cybertronian. Fluid welled up in her optics, both from guilt as well as shame. She was in the presence of Optimus Prime, and she was dissolving into hysterics...

Sideswipe _was_ right. She was too weak and cowardly for a warrior's life. She hadn't tried hard enough to keep Bumblebee safe, and he was going to die because of her.

A large hand patted her comfortingly.

"Emotions do not cause weakness," he advised, as if he could read her mind, "but refusing to acknowledge them does."

She nodded stupidly, wiping her optics on her arm.

Optimus waited patiently for her to calm down before continuing with repairs and his explaination. "He came up with any reason he could think of to justify his rage towards you, whether or not they were logical. Sideswipe does not harbor any ill feelings towards you, Arcee. It is simply the method he has found to prevent himself from being overwhelmed, although it is a rather poor and very destructive method."

"If you expect me to forgive him, then I apologize, but I won't be meeting your expectations." Her faceplates hardened into a scowl. "Not only did he insult me, he insulted every femme who's ever lived, and in case you've forgotten, _he tried to skewer me!_"

The big mech smiled. "Do not jump to conclusions so hastily. Eventually, Sideswipe will come to you begging for your forgiveness."

...That wasn't the easiest thing to picture.

"Maybe," she grumbled.

"I know this is not what you wanted to hear," Optimus added, "but give him a chance. He has his issues to sort out, as do we all."

"He's still an aft-head," Arcee pointed out sullenly.

Prime took out a small container of paint from subspace once had finished with the welder. "Many Autobots would agree with you."

With surprising precision for a bot of his size, he began touching up Arcee's scratched paint job. To her mild dismay, the shade of blue he was using was slightly darker than her usual shade... but she wasn't going to complain.

"All done," he said finally, returning the paint and repair kid back to his subspace. "It's not as good as I had hoped, but it should hold for now."

Arcee carefully slid off the berth, leaning against it to keep herself steady. "Thank you, sir."

Optimus nodded in acknowledgement. "Report to Ironhide. He claims to have a way around your missing arm."

"Yes, sir." She saluted briskly, carefully edging around the wall until she was out the door. Someday, she would request to be returned to a bipedal form...

She was suddenly aware of two pairs of optics staring at her dumbly.

"What?" Arcee asked, looking up at the twins.

Skids let out a burst of laughter, elbowing Mudflap in the side. The orange twin gave her a knowing wink before the two of them transformed and raced past her, cackling madly.

It wasn't until much later did she realize what the twins had been getting at.

She had emerged from Optimus Prime's room with patches of darker blue paint (specifically, the same shade of blue that Prime was) scattered over her body. The door had been closed, and the way she was wobbling unsteadily made her look over-energized, or...

Well, frag.

"_It's not what it looks like!"_ Arcee screamed in the direction the twins had gone.

-

(( A/N: Caring!Prime is strangely fun to write. I'm still a little concerned that I had Swipey react too strongly, though... ))


	9. Chapter 9

(( Oh wow! I had no idea the last chapter would have such wonderful reception, I wasn't quite myself when I was writing it, and I thought it felt a little bit "off."

And to the anonymous reviewer who has left his/her name out - I'm sorry, but Prime and Arcee won't be getting together. First off, there's too much of a size difference. Also, I feel that Prime/Arcee is a little bit overused, and besides, what would Elita think?

I'm a little worried that I'm making Soundwave too emotional in this part. If anyone thinks I'm going overboard with the Soundwave angst (or going overboard with anything, for that matter) please alert me to it. ))

Disclaimer: Still don't own them... All I own are a few toys who are hellbent on trying to take over my computer table.

-

Arcee appraised her newest upgrade with well-trained optics, examining the sleek edges and the power contained in such a deceptively graceful shell. Despite its foreboding black paint, it didn't look out of place against the rest of her frame. Her body was already adjusting its transformation sequence to accommodate the miniature plasma cannon as well as the two arm-blades that the weapons specialist had installed on her.

"They're's very nice," she said, unable to think of anything better to say. "Thank you."

Ironhide nodded proudly, the expression on his face almost fatherly.

"Don't go and get yourself slagged again," he replied. "Constructing something that small is not something I would like to make a regular routine."

Arcee allowed herself a furtive, sidelong glance at at the corner of Ironhide's makeshift workshop. "Getting myself slagged isn't something I want to make routine, either."

"Good. Now, I believe Sideswipe has something to say to you..." He strode over to the corner where Arcee was looking and gave the dented, slightly scorched, and exhausted mech huddled there a good hard tap on the head.

Sideswipe jerked out of his sulking, sitting up abruptly, turning his head to glare ferociously at her.

"I'm sorry for giving you the thrashing you deserved," he snarled, and resumed staring at the wall. "Now go play in the trash compactor."

Ironhide thunked him on the head again.

"Sorry for being a complete fragger," Sideswipe grunted; this time he didn't even spare her as much as a glower. From the way his arms were twitching, the only thing stopping him from outright attacking the Topkick was the prospect of another round in the training room.

"Hit him again," Arcee said sweetly. "Harder, this time. I don't think he gets it."

Ironhide was only happy to oblige.

"Ow!" The Corvette sighed heavily, spinning around on his aft to face the femme. "Fine. I apologize for insulting, attacking, and harming you. I was out of line."

For a moment Arcee considered asking if Ironhide would give him another thunk on the head, but she guessed that Sideswipe was humiliated enough. "Alright. I forgive you."

"...Okay." Sideswipe looked around, his optics flaring dangerously. "Can I go now?"

Ironhide grinned. "Not yet. There are still some matters that you should be made aware of..."

Somehow, from that devillish grin, Sideswipe knew that things were about to take a turn for the worse.

-

Soft footsteps met Soundwave's audio receptors, but he didn't acknowledge them.

"Hey boss, you there?" Rumble's rough and scratchy voice sounded oddly loud in the silence. "You've been like that for a while."

He remained silent, staring out into the empty vastness of space, and cluched the mangled corpse tighter against his chest.

First Frenzy... then Ravage... Who would be next?

Rumble?

Laserbeak?

Both of them gone at the same time?

"Boss?"

Tiny claws hooked themselves persistently into his foot. Soundwave relented and let Rumble clamber up his arm to sit on his shoulder while Laserbeak landed on his other shoulder with a soft chirp. Sighing softly, the blue and silver Decepticon gently placed Ravage's frame down on the cold ground beside him.

"Megatron's got himself worked up into a real rage about your sneaking around," the minibot whispered. "Guess you really did it this time, didn't you?"

"What Megatron thinks of my 'sneaking around' is not something you should concern yourself with," Soundwave replied evenly, absentmindedly stroking Ravage's lifeless head.

"No way, boss," Rumble said flatly, cuddling against the side of the satellite's head. "If something's makin' you unhappy, it makes me unhappy, and you don't wanna tangle with me when I'm unhappy."

Soundwave smiled behind his faceplate, sending a feeling of _:-warmth, comfort, caring-:_ to Rumble and Laserbeak through their bond. "Concern: Noted, appreciated, but unneccessary."

Rumble complacently burrowed deeper into the space between Soundwave's head and shoulder and went quiet, allowing the satellite to think.

He had taken revenge for Ravage's death.

He had dished out enough damage to ensure that Bumblebee would die an excruciatingly slow death.

He had gently explained to his two remaining minions that Ravage was beyond repair, and they had accepted it.

But why couldn't he accept it?

It hadn't taken him long to adjust to the gaping void that Frenzy's death had left behind. He had mourned for several days, but duty had called him out of his grief, and he had pushed aside his personal feelings in order to respond.

Maybe it was the loss of another minion that had opened his optics to how limited and truly precious they were.

Soundwave had been trying to respectfully dispose of Ravage's corpse for some time now. Any loyal Decepticon would have handed it over to Megatron (or anyone else in charge) without a second thought, so that the frame could be scrapped for spare parts and metal, but Soundwave just couldn't bring himself to do it.

Come to think of it, he couldn't even bring himself to let go of the lifeless gray metal, even though it only served to weigh him down.

Perhaps, somewhere deep inside his seemingly emotionless and unfeeling Spark, he clung to the slim hope that there was still a chance that Ravage could be brought back.

"_Are_ you unhappy?" Rumble asked quietly. "'Cause you really look like it."

His avian minion uttered an inquisitive click, wordlessly echoing the question.

Soundwave inclined his head to gaze at the faint glow of a distant sun. _Negative, _he almost said, his default answer spurred by nothing more than instinct.

A Decepticon needed to conceal any and all traces of weaknesses with lies and bravado, otherwise he would quickly wind up betrayed or dead - and to Soundwave, emotion was weakness. But for this one moment, he wasn't quite a Decepticon.

He was a father... a grieving father who had already lost half of his brood, the remaining two fearful and worried not only for themselves, but for him as well.

How could he possibly lie to the only two beings in the entire universe that he trusted?

Soundwave gathered up the lifeless gray frame and holding it to his chest, as if the close proximity to his Spark would give it life. "Probability of emotional distress: 60.7%," he replied stoically.

It wasn't quite a lie, but it wasn't the truth either.

Rumble pounded his fists together. "Aha. We thought so. Who's making you unhappy, boss? I'll pound him until he's - Oh..."

He finally realized that Soundwave's unhappiness was not caused by anything living.

_:There wasn't really much you could do about it,: _Laserbeak said matter-of-factly. _:And there is nothing much you can do about it now. Ravage may have rejoined the Matrix, but do you really think he has left us for good?: _

Somehow, he knew that Laserbeak wasn't talking about the broken body in his arms.

_:Negative,:_ he answered.

He could feel some warm fluid trickling from his optics, something he hadn't felt in a very long time. From the way his "children" were snuggling against him, they had picked up on his reaction.

Soundwave's data banks held vast amounts of knowledge and information, but he didn't know how to react in a situation like this.

_Probability of emotional distress: 100%._

-

"I have to _WHAT_ Arcee?!" Sideswipe screeched, hurling himself to his feet.

The blue motorcycle glanced back and forth nervously, edging away from the irate mech. "Don't I get a say in this?"

Ironhide nodded severely. "Yes, you have to. No, you do not have a say in this. It was Prime's suggestion, and it is not my - or your - place to question him." He grinned. "The outcome should be amusing, though."

The Corvette spluttered. "Look, I said I was sorry! I shouldn't have to be her - her slave or anything!"

"And he's still an aft-head," Arcee protested.

"See, I'm an aft-head!" Sideswipe stamped on the ground, causing the tools on Ironhide's workbench to jump. "She doesn't want it, I don't want it, so we shouldn't have to do it!"

"And that is why Prime and I are adamant," Ironhide said, nodding to himself. "There will be times when you will have no choice but to do something that repulses you. Not only will this be good training, it will build character."

"Being miserable builds character," the two younger Autobots quoted in unison. (1)

Ironhide chuckled. "Yes. Yes, it does. But in the end, it pays off."

Sideswipe sighed noisily.

"So how long do I have to tutor Arcee?" he grumbled.

-

(( A/N: I still have no idea why I wrote that last bit the way I did. As Arcee says from the last chapter, "It's not what it looks like." =)

(1) - this is a tribute/homage to the inspiring, hilarious comic strip "Calvin and Hobbes."

Ok... I think now would be a good time for me to say this: Thank you, everyone, for all the reviews and encouragement. Lately, it has been the only motivation I have to get up and do something, the issues with my friends as well as several other problems in life are starting to weigh me down. So... hugs and cookies to you guys :)

I will try my best to update regularly, but college starts in a few weeks and I'm not sure how much time I'll have to write once my schedule gets filled with schoolwork. x_x ))


	10. Chapter 10

Disclaimer: Still don't own them.

-

Arcee found it mildly amusing that the training room was adorned by a number of large, angry scorch marks.

Unsurprisingly, Sideswipe didn't seem too amused.

"Not a word," he said flatly.

She smirked knowingly. She didn't _need_ to say anything.

Sideswipe glared at her hotly, rubbing at one of the scorch marks on his arm. "Wipe that grin off your face or I'll wipe the floor with your face."

"Try me," she challenged.

The mech extended his swords and rushed at her, _almost_ taking her off guard. Arcee scooted back a little, charged up her cannon, and fired a few well-aimed shots at his face.

"No guns! No guns!" Sideswipe managed to duck all of the energy bolts by leaning backwards, seemingly defying the laws of physics as he did so.

"Ironhide didn't put down any rules," she replied. "He just said that you were supposed to tutor me."

Sideswipe stopped and folded his arms across his chest, staring down at her in a most reprimanding manner.

"I'm the tutor, you're the student," he said. "You do as I say, and I say _no guns. _Put 'em away, femme. This is hand to hand only."

_Damn._

She powered down her cannon obediently, though she scowled dejectedly as she did so.

"Good." He skated towards her slowly and she tensed, expecting him to launch a surprise assault. She was ready to give him a good wallop in the chest if he tried to pull a fast one on her.

Sideswipe retracted his swords, noting her reaction. "Don't punch me yet. I just want to see your weapons."

"How'd you know I was going to attack?" Arcee asked vaguely.

"Body language." The mech bent down to examine the short metal blades attatched to her forearms. "When it comes to close-range combat, the winner is whoever can guess his opponent's move first. Your left shoulder pulled back slightly to allow for throwing a punch, and -"

"I know what I was doing." She pulled away, jerking out of his grip. "Don't pull your high-and-mighty act on me. I'm your student, not your loyal subject."

Sideswipe sighed lazily, retreating several paces away from her. "I have every right to be as arrogant as everyone says I am, little pest. Hands down, I would have to say that I'm the best hand-to-hand fighter on Earth... and the most elegant, good-looking mech."

Arcee gave a snort of laughter. "If you're the best hand-to-hand fighter on Earth, then explain how Prime managed to beat you into submission?"

The Corvette growled at her. "I wasn't paying attention."

"Oh, I'm sure you weren't paying attention," she replied knowingly... and very, very sarcastically.

A yelp escaped her as her wheel was swiped out from underneath her. She clattered to the floor in a tangle of blue limbs.

"First rule of Training With Sideswipe," the mech said loftily, "Never taunt the teacher. Get up. We're starting now."

She ignored him, lunging forwards to stab at his feet. He dodged her deftly, then raised his foot and rested it firmly on her extended cannon arm.

_The fiery red visor stared down at her impassively, but no doubt the hidden optics were glimmering with enjoyment. Immense, crushing weight bore down on her cannon for a moment before the creaking, groaning screech of metal giving way tore through her audio receptors. She was blinded by white-hot pain and warnings from her damaged systems..._

Instinct took over. Arcee lashed out with her other arm, the blade embedding in Sideswipe's ankle joint. He swore loudly as her hand closed around one of his wheels and pulled hard, knocking him off-balance and onto his aft.

"You want to play rough, do you?" he spat, his swords extending again. "You got it."

She had barely gotten upright when a blur of silver barreled at her. This time, however, she was ready.

Arcee moved aside gracefully, hoping that Sideswipe would shoot past her and crash into the wall. To her dismay, he adjusted his trajectory at the last moment and clipped the side of her head with his elbow. She spun around, extending her daggers as far as they would go, holding them out in front of her so that he'd impale himself on them in case he tried to tackle her.

He didn't notice the sharpened points until they scratched his gleaming paint.

"That was a good move," he admitted grudgingly, checking the nicks to make sure that the damage was only superfluous. "But the same trick won't work on me twice."

This time Sideswipe kept his distance from her, skating wide, calculated arcs around her. Arcee kept perfectly still, every servo in her body ready to spring into action. She didn't move, though, ensuring that he couldn't predict her next move...

His fist connected solidly with the back of her head.

Her optics reset themselves several times in rapid succession, and Arcee found herself staring dumbly at the floor.

"Really now." Sideswipe's voice came from somewhere above her. "You were completely blind to your six. If you pull something stupid like that in a real fight, you'll get your head lopped off."

At this point she wouldn't have minded too much if her head did get loppped off. The ringing would stop, at the very least.

He nudged her in the aft with his foot. "Naptime's over."

Arcee groaned before hauling herself up. Her head was still ringing.

"Don't fall apart on me," Sideswipe teased lightly. "It wouldn't be good for my reputation."

"And Ironhide would pound you into a sheet of scrap metal if I fell apart under your watch," she replied. "I don't even know _why_ he suggested this."

"Because he's a trigger-happy sadist," the mech replied dryly. "And we're just pawns for his entertainment."

She rubbed the back of her sore head. "What a wonderful thought to entertain."

"Let's try again," Sideswipe cut in sharply, all businesslike and professional. "No attempts to maim each other. Got it?"

Arcee nodded, revving her engine.

Both fought to the best of their ability, though they took great care not to damage the other. Arcee lacked strength and weapon reach, but her small size and agility easily made up for it.

From her opponent's grin and the absence of verbal abuse, she was meeting his expectations.

"You aren't as bad as I thought you were," he said. "Especially for a minibot."

"And you aren't as much of an aft-head as I thought you were," she answered.

The Corvette chuckled good-naturedly.

He suddenly stood up stiffly, head tilted to one side as if he was intently listening to something. Arcee nearly overbalanced as she broke off on her attack, awkwardly ramming into the wall to steady herself.

As it turned out, he _was_ listening to something.

"Ratchet says that I can see Bumblebee if I want to," he said, his tone much more subdued than before. "He's not allowing anyone else, though. I really want to see how 'Bee's doing, but if you want to continue, I guess I could see him later."

Arcee felt a thick blanket of worry settle over her Spark. Truth be told, she did want to continue sparring - it was a lot more enjoyable and a lot less painful than she had expected. But then again, she remembered what Prime had told her about how deeply Sideswipe valued the little yellow scout.

Asking him to continue sparring would be selfish.

"I don't mind," she replied with a casual wave of her hand. "Just tell me how he's doing. You aren't the only bot on base who's worried about him."

"Uhh..." For a moment, Sideswipe looked rather flustered. "You got it. Catch you later, femmebot."

She blinked, and he was gone. All she could hear was the roaring of a powerful engine somewhere in the hallway.

_I wonder if Ratchet would allow me to visit?_ she thought. _After all, we're supposed to be prospective bondmates and everything..._

That would be a lie, though.

She felt nothing for him anymore, and he was obviously hurt because of it.

Besides, Soundwave had disabled her so easily in the fight at the lake, leaving her unable to protect Bumblebee. The thought of visiting him in the medbay when her incompetence was the cause of his injury made her feel uneasy and even more incompetent.

_:Sideswipe?:_ She opened a communications link with the silver Corvette.

No reply.

_:Hello?:_

_:Yeah?:_ Finally, he responded... but he didn't sound like himself. His voice sounded strained, even through a comm channel.

_:Send 'Bee my regards, if it's not too much trouble,: _Arcee requested.

There was more silence - dead silence. No sounds from the med bay, no voices, nothing.

If Bumblebee was awake, he would probably be making at least a small amount of audible noise. She would be able to hear Ratchet going about his work in the background, and of course she'd be able to hear Sideswipe talking. From the complete lack of sound through an open comm channel, it was reasonable to assume that: 1) Sideswipe wasn't talking, 2) Ratchet wasn't in the medbay, and 3) Bumblebee was still offline or recharging.

_Then why does Sideswipe seem so distant? If Bumblebee's stable enough to have visitors, then why is he so upset...  
_

Worry punched a hole through her Spark chamber.

_Could he possibly be..._

Sideswipe's reply cut through her thoughts. _:Sure.:_

_:Thanks,:_ she answered, perhaps a little too hastily to be natural. _:How's he doing, by the way?:_

A sigh.

_:He doesn't look very good, but I'm pretty sure he's alive. If he wasn't, Ratchet would have told all of us that he offlined, and not just me.  
_

Arcee felt relief flood through every circuit, servo, and fuel line in her body. So Bumblebee wasn't as bad as she had thought...

She was feeling better than she had felt in a while.

_:Can you ask if I can visit, too?:_

The Corvette grunted. _:Doc won't let anyone in but me.:_

_:Oh really now?:_

"Arcee?"

She jumped, her head whipping around to the source of the tired but relieved voice.

Ratchet was leaning in the doorway. His chartreuse frame was glistening with water and other signs of a recent visit to the wash racks, but his optics were dimmed from lack of energy.

"You look terrible," the femme pointed out.

He glanced over the patches of darker blue paint on her chest.

"You look like you've been romping around with Optimus Prime," he retorted without missing a beat.

Her optics twitched.

"Point taken," she muttered.

Ratchet frowned slightly at the lack of a flustered reply from the feisty femme.

"You don't need to worry yourself sick," he advised. "Bumblebee is stable at the moment, and he _will_ make a full recovery." The medic smiled wearily, patting her shoulder. "He isn't online at the moment, though. The only reason why I let Sideswipe see him is because that silver aft-head is on the verge of a mental breakdown. He cares a lot about Bumblebee, you know, after -"

"I know," Arcee interrupted. "Prime told me. Sunstreaker's disappearance and all."

"Good." Ratchet rubbed the spot between his optics. "I'm not in the mood for telling tales."

She giggled. "You look like you're in the mood for a nice, long recharge and a cube of high-grade."

"Hmph. You catch on fast."

"If I didn't catch on fast, I wouldn't have lasted long as a spy," Arcee quipped. "Go catch some recharge, Ratchet. It won't do anyone good if you keel over from exhaustion."

The Hummer let out a sigh, shaking his head in mild disbelief. "And Ironhide would never let me live it down if I went into stasis lock."

She went over to give him a friendly shove. "What are you waiting for, then? A hug?"

He cocked his head, looking as if he was about to say yes.

"To think I'd ever see the day when someone told _me _to recharge," Ratchet muttered. "Usually, I'm the one telling fraggers to stop running themselves into energy deprivation."

Arcee innocently flicked at some invisible dust on her fingers. "I wonder if Ironhide knows..."

Incredulous optics burned into the top of your head. "You wouldn't."

She met his gaze squarely.

"If you let this slip," the medic threatened, "I'll... I'll... leave it up to your imagination. I'm too tired to think up a good punishment."

He turned and staggered off in the direction of his room.

Arcee watched him leave, smiling to herself.

If only she could get the memories she had lost, then everything would be perfect.

-

(( Sorry this chapter took so long. My brother got his laptop back from the repair place and he's set his computer up right next to me... I can't write when he's reading over my shoulder and constantly trying to suggest or ask things. However, I've got the ending in sight and I'm slowly beginning to bridge the gap from where I am currently to the end.

Thank you for all the hits, alerts, reviews, and favs! If not for all the people who were kind enough to read/add/review, this fic would never have made it this far.))


	11. Chapter 11

(( I think it would be correct to say that this is probably a little past the halfway point in the fic. I don't want to stretch things too long - I have another fic on my mind, and school's starting up next week so I won't have as much time to write. So here we go, I'm going to push the storyline along...))

Disclaimer: I don't own the Transformers... just a few toys, some comics, and a game.

-

The next time Arcee laid optics on Sideswipe, the mech looked like he had aged several million years. Gone was the laid-back, arrogant smirk and the casual demeanor, replaced by a peaceful, almost dreamy smile that looked bluntly out-of-place on him. He was sitting cross-legged in the far end of the brightly lit room, resting his head against the wall behind him.

"I'm not going to lose him," the Corvette murmured to the empty air in front of him as he nursed a half-finished cube of energon.

He wasn't aware that the handful of soldiers gathered in the "human" half of the common area were all giving him funny looks.

Arcee did, however. She waved to them dismissively before getting an energon ration, and went over to sit next to Sideswipe. He was swaying back and forth ever so slightly, his optics a brighter shade of blue than usual...

"You're overcharged," Arcee said, slightly disgusted.

He shook his head vigorously, making a noise that sounded vaguely like a hiccup. "I'm just happy."

"And overcharged," she repeated.

"Well..." Sideswipe made a face. "Maybe I had a little too much."

Arcee counted the haphazard stack of empty cubes that were arranged by Sideswipe's elbow. "You've had about _six cubes_ too much. What is this, your eigth?"

"Ninth," he corrected her.

She buried her face in her free hand, exasperated.

"Not even Ironhide can take in nine cubes without getting wobbly on his feet," Arcee chided him, a long-buried memory surfacing just at the right time. "You're overcharged out of your wits, young mech. I'm surprised you aren't passed out in the middle of the room."

"Calling me a lightweight, are you..." Sideswipe raised his fist threateningly, staring hard at his foot as if it was talking to him.

A giggle escaped her.

Maybe if she goaded him a little more, he'd start brawling with himself.

_No... Ratchet's been busy enough._

"I am _not,_" she replied firmly. "Get up. I have a feeling you're going to make a spectacle out of yourself very soon, and there are humans present."

"Don't care," he groaned loudly, but he put down the cube and began figuring out how to get his legs underneath him.

He staggered upright, his wheeled feet slipping this way and that underneath him until he used Arcee for support.

Needless to say, it hurt.

"They can stare at me and talk slag about me all they want but... guh..." Sideswipe shuttered his optics, seemingly in great discomfort, and began leaning even more of his weight on the poor little femme. "I want to lie down."

"Not on _me_!" Arcee screeched. She had half a mind to let go of him and let him crash face-first on the floor.

To her horror, she felt the immense strain on her frame increase.

"This can't be the first time you've had a good-looking mech lying on top of you," Sideswipe purred.

Her frame heated up as human-sounding snickers came from the other side of the room.

_Great. Just great._

She growled as she tried to wiggle out from underneath him. "I have no reason to tell you if anyone keeps me company during recharge. Get off."

He emitted several sparkling-like chirps as he snuggled his face against her lower wheel. "Bumblebee."

"Leave him out of this," she snapped. "_Off. Now._"

"We're getting defensive," Sideswipe cackled, crawling forwards so that he was leaning right over her. Arcee prayed that he wouldn't purge his fuel tanks. "You and 'Bee were together, weren't you? In and out of the berth?"

Her fraying control over her temper finally snapped. She brought an arm back and threw a punch that landed firmly between Sideswipe's optics. He reeled back, shaking his head and blinking vigorously, too overcharged to comprehend anything.

"Good luck getting back to your quarters," she said coldly, dusted herself off, and headed for the exit.

_I was wrong,_ Arcee told herself as she sped through the hallways, ignoring Sideswipe's voice calling weakly after her. _He's an aft-head through and through._

With any luck, Ironhide would find him. The big black mech would probably laugh, crack a few jokes at Sideswipe's expense, and drag him unceremoniously from the room.

_:All Autobots, report to the hangar.: _Optimus Prime's voice came through her (and probably everyone else's) comlink. From his urgent tone, something important was about to happen.

Arcee changed her mind. With any luck, _no one_ would find Sideswipe. Then he'd have to deal with a chewing-out for not showing up or being late.

As she had expected, all of the Autobots had gathered in the hangar (which was the only place in the whole compound where all of them meet and still have enough room to move aroud) except for Sideswipe, Ironhide, and Bumblebee. Jolt was sitting on the floor, optics shining intently. Ratchet had a Twin on either side of him, his hands occupied with keeping them still. Optimus was facing the group, hands on hips, apparently waiting for something.

Footsteps pounded closer. Someone moaned something weakly.

Ironhide strode in nonchalantly, a bedraggled silver form slung over his shoulder.

"Pardon my late entry," the Topkick said smoothly, swinging Sideswipe off and depositing him on the hangar floor with more force than neccessary. "I had to deal with a mess." He gave the Corvette a shove with his foot. No one needed to ask who the "mess" was.

Prime nodded, his expression impassive, but his optics were glowing with humor as he spoke.

"An Autobot shuttle has contacted us," he began. "They are on the edge of the solar system, but they said that they will be here within three Earth days."

The big red-and-blue bot paused, taking in the unspoken questions that screamed at him. _How many? Who?_

"The transmission was unclear," Prime answerede, "but Prowl made it clear that at least ten survivors were found. They will be landing the shuttle on Earth's moon, seeing as the human population may panic at the sight of their craft."

He continued speaking, but Arcee could tell that no one was listening any more, and Prime's mind seemed to be elsewhere.

Everyone was wondering if a close friend or lover was among the refugees.

-

Megatron lifted his head, baring his fangs in a wicked grin.

The faraway glitter of something metallic was unmistakable.

"Presence of Autobot transport: Confirmed," Soundwave reported from his lookout post.

The warlord flexed his claws, staring at the shuttle in the distance with a deep hatred.

Common sense dictated that he wait until a better time to attack.

His thirst for vengeance and bloodshed prevailed over his sense of logic.

His blazing red optics swept over the pitiful remnants of his army - Starscream, Soundwave, Rumble, and Laserbeak - and his anger flared sharply.

Optimus Prime would pay dearly for his victory.

Or rather, his subordinates would pay the price for him.

"Decepticons, mobilize!"

-

(( Consider this the prologue to Part Two. I'm currently throwing a fit at my short attention span. ))


	12. Chapter 12

(( Darn it. You guys are good guessers.

And finally (I think I've dragged it out too long) Arcee and Bumblebee shall have a good Spark-to-Spark talk... ))

Disclaimer: I don't own them. _They_ own _me._ :3

-

_Two days later_

_Tap, tap, tap._

Arcee looked up from polishing her cannon, staring at the door to her quarters suspiciously.

Who could it be at this late hour?

Definately not a human - they rarely came to the Autobot living areas. It couldn't be any of the higher-ranking bots on base, because they would either let her know they were visiting beforehand, or they would summon her. The Twins were on patrol, Jolt was in the brig for attempting to sell himself (and succeeding) on the Internet, and Bumblebee hadn't been released from the medbay... That left only one mech.

"Get lost, aft-head," she called.

A dejected electronic warble came from the other side.

Arcee felt her Spark fall through its chamber and land somewhere in her fuel tank.

She was up on her wheel in record time. She yanked the door open and stuck her head out into the hallway. The yellow scout was shuffling away, his doorwings slumped sadly.

_Sideswipe wouldn't have knocked._

"Sorry," she said. "I thought you were someone else. Come on in."

Bumblebee turned, his head cocked, optics gazing down at her. He looked hurt, but he accepted her invitation nonetheless.

Outwardly, the mech was back to his normal self. All of his damaged systems and destroyed armor had been replaced or repaired. His paint job was almost bright enough to challenge the sun.

"Looking good," Arcee commented, a hopeful smile on her face.

He nodded. _:Ratchet did a good job on me.:_

_I wanted to talk with him so badly, but now that we're face to face, why am I just staring at him?_

She found no answer.

His doorwings twitched this way and that, expressing the mech's discomfort.

_:You didn't visit me.:_

It was only a pointed observation, but it felt like a knife-sharp accusation.

"Ratchet didn't let me," she said quickly. A little too quickly, perhaps. "He didn't let _anyone_ see you, for that matter"

_:That didn't stop Sideswipe.:_

She blinked, taken aback. "Sideswipe was on the verge of falling apart because he was so worried about you, so Ratchet made an exception. Go ask _him_ if you don't believe _me._"

He was silent, his optics burning a hole in the floor.

_:Am I just another soldier to you?:  
_

Arcee studied the scout for a long time. Her Spark twinged sadly, as if she was yearning for something she would never be able to reach. He studied her just as intensely, but neither was able to tell what the other was thinking.

"I'm starting to wish that Ratchet hadn't given me that memory implant," she whispered, guilt-stricken. "It would be easier to start over with everyone, instead of grasping at a past that I'll never be able to get back."

_:Even if you remembered nothing of us, we would still remember you.:  
_

She looked away.

_:It may be an easy way out for you, but what about the rest of us? We would have to pretend that you were a completely different individual, even when the same old Arcee we know and love was standing in front of us. It would be even worse than if you were dead.:_

He had a point... and a very sharp one at that.

"Sorry I brought it up," she muttered. Fluid was threatening to leak from her optics. "You probably think I'm a selfish coward now."

Bumblebee's doorwings relaxed slightly. His expression softened as he snaked a bright yellow arm around Arcee's shoulders.

_:Really, now. There's no need for the self-depreciation. We all have our flaws, and...:_ He lowered his head, looking almost shy. _:You're still one of my dearest friends, no matter how intact your memories are.:_

He patted her back comfortingly, and pulled her into an awkward but warm hug. She sighed, sliding her arms around his waist, resting her head on his chest...

Arcee felt something deep in her Spark stir, but the sound of a door screeching open derailed her train of thought.

"Bumblebee!" Ratchet roared, storming into the room in a rage that would have made Megatron proud. "I didn't say you could walk out! You -"

His rant died with an embarassed click.

"Sorry," the Hummer said, all traces of his temper suddenly evaporating. He shuffled backwards out of the room, optics averted politely.

The blue femme giggled. "We should do this more often, if it can avert Ratchet's temper."

From outside came the familiar _clunk, clunk_ of Ratchet tapping his favorite wrench against his palm. "I heard that. And for your information, my temper has _not_ been averted."

Bumblebee sighed lightly, rubbing his chin against the top of Arcee's head. _:I'd better go. I don't want to suffer his wrath.:  
_

"Alright." She released him, scooting back so that he had enough room to stand up and follow Ratchet back to the medbay.

_:Good night, Arcee.:_

_:You too,:_ she replied.

It turned out that she completely forgot about trying to figure out why her Spark had reacted to Bumblebee's embrace.

However, an answer came in another form.

As she recharged, she could almost feel his arms curled protectively around her, their bodies intertwined and their chests pressed close together.

It made her feel more complete than she had ever felt since Egypt.

-

Every Autobot on Earth was present for the refugees' arrival.

They stood in a perfect line on the beach, staring up hopefully at the sky.

The refugee shuttle had not sent a message since their initial contact, and now that three days had passed, everyone had gotten worried.

Eventually, a flaming object made an appearance just beyond the clouds. It was wobbling slightly, but adjusting its course every now and then to ensure a safe landing. Small chunks of metal flaked off the protoform and burned up in the atmosphere, creating streaks of flame that quickly died out.

The protoform landed in the ocean, sending up an impressive plume of steaming water. A mech clambered climbed ashore, shaking himself dry like a dog and emitting spluttery noises. He was a bright silver color, and Arcee guessed that he would be about as big as Bumblebee once he had scanned an altmode.

_:What a rough entry! First I hauled aft through a total war zone, and now this! I'm having the time of my life, yes I am! Although it's not too bad compared to other things, I guess. I've been through worse. We've all been through worse. But I'm going to be safe here, right? Wait, Prime, didn't you say that the hew-munz or whatever that live here wouldn't take kindly to our presence?:_

A flat, mildly amused silence followed his "introduction." The mech's bright optics glanced this way and that, his mouth still curved in a cheerful smile.

"It is uncertain," Optimus replied evenly, "but perhaps it is better that we do not find out. Bluestreak, situation report."

Bluestreak (Arcee wondered how the mech got his name when only his optics were blue) nodded, shifting his weight from one foot to the other. _:They're still out there. They haven't reached the moon yet and I don't think they will. Soundwave and his little pets attacked.:  
_

The mood sobered instantly.

Ironhide looked torn between imploding with worry and launching into space to personally make sure the shuttle was brought down safely. "Who was on board?"

_:Oh, they're all still alive, at least...:_ the mech's speech changed from comm channel Cybertronian to spoken English as he finished downloading the various human languages. "...they were when they sent me here. I just hope they're going to make it." He shuttered one optic, faceplates contorted as if recalling the names of the other Earth-bound Autobots took an incredible effort. "I'm with Prowl, Hound, Mirage, Cliffjumper, Wheeljack, and Red Alert. Think that's - eep!"

Sideswipe had pounced on Bluestreak with enough force to send both of them crashing to the ground.

"Was Sunstreaker with them?" he asked desperately. "Or do any of you know what happened to him?"

Bluestreak's optics lit up. "Oh! Yeah! I forgot! Sunstreaker's with us, and am I glad that he is. He volunteered to take on Soundwave so that we could make it past safely."

"He _WHAT?!_" the Corvette screeched, his voice so loud that the mech beneath him wailed and covered his audio receptors.

"Sideswipe..." Optimus Prime's tone was threatening enough to make the miscreant mech get up.

Bluestreak growled, rubbing his head and staggering to his feet. "Whoa. Easy on the audios. There's no need to have a glitch. The last we could see of them, Sunstreaker was _winning._ He crushed that birdie Soundwave keeps around and pounded the other minibot into a sheet of scrap."

Sideswipe tackled Bluestreak again, but this time, it was a grateful hug. He was babbling something incoherently, his voice catching every now and then as if he was fighting back tears.

Someone snickered good-naturedly - probably Ratchet, from the sound of it. Optimus was smiling in that sagely manner of his, and the other mechs looked pleased with the turn of events.

Arcee glanced sideways at Bumblebee. From the way his doorwings were flexing, the scout was happy... but his optics were dimmed, showing the barest traces of disappointment.

-

The rest of the refugees landed that night.

The first one to touch down was Wheeljack, according to an enthusiastic message he sent the moment he was in the atmosphere. The lower half of his face was covered by a thick metal mask, and the fins on either side of his head would flash varying shades of blue whenever he spoke.

Once he had gotten out of the crater his landing had made, he started running towards the other Autobots.

He ran right past Prime, dodged past Bumblebee and Ironhide, cut between the Twins, and trapped Ratchet in a bear hug so powerful that gears squeaked and groaned under the stress.

"Yeah, I'm happy to see you too, 'Jack," the medic said affectionately. "But if you're going to do _that,_ we'll go someplace with more privacy."

Wheeljack's hands had been lightly tracing their way down to Ratchet's aft.

Two more mechs followed - one of them was jungle-green, the other was blue and white. The green mech was supporting his regal-looking companion, who was limping slightly.

The rest of them came down in a large group, entering the atmosphere not in cometary forms but in their robot forms.

A battered mech stepped forwards as the other refugees fanned out in a semicircle behind him. He looked like a black-and-white Bluestreak, except he carried himself with more dignity.

"Officer Prowl, reporting for duty." He raised one hand (it was missing two fingers) in a respectful salute.

Optimus returned the gesture. His gesture _looked _formal enough, but his optics were shining like a pair of blue supernovas.

"The remaining Autobots have successfully been recovered," Prowl said, lowering his hand. He shook his head sadly. "Even though it is unlikely that there are others unaccounted for, I find it impossible to accept that there are only fifteen of us left in the galaxy."

Sideswipe's optics flickered disbelievingly. "Fifteen? There's nine of us here, plus seven from you guys. That makes sixteen. Did you fry your processor or something?"

Prowl's stare was chilly. "You are mistaken. There are only six of us."

"Well, Bluestreak said there were seven, and I believe him more than I believe you." Sideswipe was very well aware that he was making a serious breach of etiquette, but worry for his twin overpowered that.

The officer's mouth hardened into a grim, bitter line, but he didn't answer.

The green mech stepped forwards, optics dimmed sympathetically.

"I'm sorry, Sideswipe," he said softly, even though Prowl's sharp optics screamed _Don't!_ at him. "He sacrificed himself so that the rest of us would be able to make it. You should be proud that he was your brother."

Sideswipe raised his optic ridges. "Are you slagging me, Hound? Bluestreak said that Sunstreaker had that Deceptiscum on the run. If this is a joke, it's not very funny."

Hound bowed his head mournfully, turning around to take something that was heavy (and very, very fragile, judging from the amount of care he exercised) from the larger red mech behind him. Arcee faintly heard the whining moan of dying systems that were on the verge of giving out.

The Corvette carefully gathered the shattered body of a brilliant gold mech in his arms, his arms shaking slightly as he scrutinized every inch of the mech's body.

"No," he said eventually, his tone desperate but becoming angrier and angrier with every passing second. "This can't be him. Hound, that stupid hologram generator of yours - turn it off. _Now._ Stop jerking me around."

"It's not a hologram!" Hound stepped back, but verbally stood his ground. "Look, Sideswipe. Would I lie to you about something this serious?"

Sideswipe growled threateningly. "You're probably having the best laugh of your whole life right now. Last warning. Stop fragging around and turn off that damned illusion of yours - or I'll break it."

"Stand down and think before you act in haste," Optimus warned, his antennas twitching with suppressed frustration. "This is your last warning. You will cease these senseless attacks on your fellow soldiers." There was no threat of punishment - it was implied.

His tone softened. "I understand you are concerned about your brother, but taking it out on Hound will not solve anything, and neither will it bring him back."

Sideswipe ran gentle fingers down what remained of the broken mech's face, but his voice was harsh and defensive. "Now _you're_ in on the joke with them? Why don't you prove he's dead? If Sunstreaker is as offline as you _claim_ he is, I'd have felt something. We may have closed off our active link, but if he had died, I'd have felt it."

"That's... 'cause... I'm... not... dead... yet."

The voice was thick with static and so weak that Arcee could barely hear it.

"Sunstreaker... you..." Sideswipe whispered in hushed tones. His optics cleared and he darted past the other Autobots to where Ratchet was still locked in Wheeljack's affectionate arms.

"Fix him," the Corvette begged, holding out his brother's mangled frame. "Please. We'll never bother you again, and we'll be good from now on. I'll do anything. Just make him better."

Ratchet kept his expression neutral, but he scanned Sunstreaker anyway.

"There is nothing I can do for him," the medic replied regretfully.

"So you're just going to stand there and let him_ die_?!"

"Sideswipe." Ratchet folded his arms brusquely, wrenching out of Wheeljack's hold. "I am a medic. I do not work miracles."

"I don't care," the distraught Corvette snarled back. "Just do something. _Anything._ If this is your way of revenge -"

"Do you think I enjoy this, you fragger?" the medic roared, finally losing his cool. "Being helpless and unable to do anything?" He shivered, turned away, and buried his face in Wheeljack's shoulder. The masked mech patted his back, gaving Sideswipe an apologetic look as he did so.

"He was caught point-blank in an explosion," Wheeljack explained. "It should have killed him on the spot. Vaporised him, even. But he was still alive and online when we went back for him." He lowered his voice respectfully, headfins flashing a sad shade of deep blue. "He said that he wasn't going to offline until the two of you were reuinted."

"And... I... got... what... I... wanted," Sunstreaker added, grinning proudly even though a good part of his face had been blasted off. "I... told... you... we'd... meet... again."

He sighed quietly. Soft hums followed, the sounds of a mech's systems powering down for their last time. There was a subtle but noticable change in the air, as if something had inexplicably vanished.

Sideswipe went rigid, his optics paling until they were almost white. He lifted his face to the darkened sky and wailed, a horrible scream from the depths of a despairing, broken spirit. Arcee shuttered her optics and jammed her hands over her audio receptors, but the noise seemed to cut through her body and drill directly into her Spark.

She could almost see the others' reactions: Ratchet collapsing in guilt while his masked companion held him, the Twins standing silent and respectful for once in their lives, the other bots mourning quietly among themselves, Bumblebee attempting to comfort Sideswipe and failing.

_:Why does something bad always have to happen right when things start looking up?: _That was Jolt, speaking over a comm frequency.

Ironhide answered him gravely, emotion choking him.

_:Because this is war.:_

-

The Autobots were not the only ones grieving a lost comrade and friend.

Far from Earth, Soundwave floated aimlessly through space. Most of his armor had been destroyed in the same explosion that had mortally damaged the yellow Autobot, but he barely felt the pain and warnings. All he knew was a hollow emptiness in his very existance where his lost children had once been. It hurt more than anything he had ever experienced, but it also seemed as if all of his sensory systems had been completely shut down.

Why was he still drifting?

Why hadn't Megatron or Starscream come for him?

Were they just going to leave him to die?

_That may be preferable,_ he thought cynically.

He offlined his optics and clutched the smashed memoirs of the only beings he would ever care for against his battered chest.

-

(( Please don't kill me!

I just realized that I barely have any description of the new arrivals in this chapter... ugh. I sort of see them as their Generation 1 personas, except their appearances are updated for the movie look.

Reviews are greatly appreciated... they are a writer's food, so to speak ^_^'' ))


	13. Chapter 13

(( I'm glad everyone liked the previous chapter! It was a challenge to write - smoothing transitions, keeping everyone in-character, keeping track of who was alive and who wasn't... but it was well worth the effort.

Here's a nice shot of Losing-His-Sanity Sideswipe. I hope you all enjoy it. ))

Disclaimer: (I'm afraid the disclaimers I'm giving are too repetitive) Nope, don't own them.

-

Several days ago, Arcee wouldn't have imagined herself feeling a shred of compassion for the silver swordsmech.

But a lot could change in four or five days.

Sideswipe was _supposed_ to be either in recharge or stasis lock according to Wheeljack and Ratchet, but his optics were online. However, they were blank and half-open, staring dully at the ceiling above him. She wasn't even sure if he was awake, or if his optics had failed to shut off when his Spark destabilized.

Bumblebee dragged a pair of large metal crates over to the berth so that they could sit down.

Weighty silence pressed in on them, the only sound in the medbay being the hum and chirps of various monitors.

The story of the refugees' flight had spread quickly around the base. Their shuttle had been previously damaged, leaving it nearly defenseless and barely functional. Somewhere in the solar system, they had detected Soundwave nearby, with Megatron and Starscream some distance behind him. Sunstreaker had gone out to buy them some time, and the plan had been for him to return after he had taken care of the satellite.

However, Soundwave had only been out to sabotage the shuttle, not attack it. According to guesses made by Prowl and Red Alert, Soundwave's minions would plant an explosive on the ship's hull while the communication officer kept the Autobots occupied. Sunstreaker had ventured out and literally crushed Soundwave's minibots before they could get near, and the Autobot shuttle managed to evade the Decepticons without any conflict.

Things hadn't gone as planned.

Soundwave had taken the explosive, attatched it forcefully onto Sunstreaker's chest, and held it there until it detonated.

No one knew what had happened to the satellite, but it was agreed that he was probably offline or completely destroyed.

Normally, the Autobots would be relieved at the deactivation of Soundwave. He was crafty, intelligent, and extremely dangerous. But it had come at a terrible cost, and the victory was a bitter one at best.

_:It looks like the tables have turned,:_ Bumblebee commed to her, his tone heavy with bitter sarcasm. _:Now we're the ones standing vigil over him, and worrying if he'll follow his brother or not.:_

Arcee nodded quietly. She reached out as if to touch the Corvette's arm, but she pulled her hand back before she made contact.

_:Now I know how he felt when I was out of commision.:_

She stared at the scout, his demeanor strikingly unusual. In all of her memories containing Bumblebee, he had always been optimistic and upbeat no matter the situation. Never had she once imagined that anything would be able to make him so upset.

_:He didn't just use me as a stand-in for Sunstreaker, you know. He was like an older brother to me. He would help me with situations that were both violent as well as peaceful. When I heard that Sunstreaker was with the refugees I got a bit worried that he'd... throw me aside, now that he had his brother back.:_ Bumblebee hung his head. _:It seems that I don't have to worry about that any more.:_

"Don't blame yourself," she said gently. "What could you have done?"

Bumblebee shuttered his optics.

_:That's exactly what I hate about this! It's just like Ratchet said. It's the fact that there was nothing that I could have done that really bites.: _Hot air hissed from his vents as his anger-heated systems worked to cool themselves. _:It's happened in front of me so many times before on the battlefield. Seeing other mechs dying, unable to help them. All I can do is watch them suffer as they die, and then I can only watch as their friends and family suffer in the aftermath.:_

"Sideswipe's not going to die," Arcee replied, backing up her words with as much confidence as she could gather... which wasn't much. "Ratchet wouldn't allow it."

_:Did you even hear what he said? He can't work miracles.:_ He turned his head away, doorwings set at an almost-flat line against his back.

Arcee put her hands on her hips. "So you're simply going to give up and assume that Sideswipe's going to croak?"

Bumblebee's engine whined. _:I'm not a medic. There's nothing I can do.:_

She reached up to give him a gentle punch in the shoulder. "You don't have to be a medic to help. Look at Prime, for example. He's a warrior, but he does more than fight and kill. He's a leader, a diplomat, and so much more, but no matter the situation he'll help in whatever way he can. There was nothing we could do for Sunstreaker and we're all upset about that, but you can bet your aft that none of us are going to sit around feeling sorry for ourselves and let Sideswipe slip away." She poked him playfully. "Including you."

He watched her carefully. _:But what can we do?:_

"All we have to do is what we're doing right now," she replied. "We just have to be there for him."

-

Sideswipe blinked, the world as hazy and unfocused as his thoughts.

His Spark ached and he instantly knew that something was _wrong._ There was an abyss where Sunstreaker's aloof but warm presence usually resided.

_:Sunstreaker...?:_ he asked tentatively through their sibling bond.

His query echoed back at him. There was nothing but emptiness on the other side.

He squeezed his optics shut, bringing an arm up to rub his spinning head. The various wires and cables plugged into ports on his arm caught his attention, and he stared at them dully, wondering why they were there.

A yellow hand gently closed around his wrist, cradling his own hand in a firm and secure grip.

"Hello there," a scratchy but definately familiar voice said.

Despite the devastating hollowness he felt, Sideswipe managed a weak smile as he looked over at Bumblebee and Arcee. "Thought you weren't supposed to use your vocalizer until it was completely repaired."

"If you don't tell Ratchet, I won't get in trouble." The scout shrugged, doorwings twitching upwards. "Anyway... how are you feeling?"

"We're worried about you," Arcee added.

Sideswipe settled into a more comfortable position on the berth, unable to come up with a definite answer. How _did_ he feel, apart from empty? Numb, perhaps. Disbelieving. He wasn't sure if he could fully believe that Sunstreaker was gone forever - yet. He wasn't even sure if he was in an extremely lucid dream, and if he would wake up with everything back to normal...

"I'm fine," he lied.

The femme snorted. "You almost went into full Spark meltdown in front of everyone. Everyone's wondering whether or not you're going to follow your brother. And you say you're fine?"

_Damn._

Sideswipe deftly evaded the question. "So... Sunstreaker's really gone, then?"

She regarded him sympathetically. "Would we lie to you?"

He paused to consider it, suddenly ashamed at his enraged outburst at the other Autobots. There was no way they could have been lying to him. The void that had been Sunstreaker was all the proof he needed.

"Guess not," he replied sheepishly. "Sorry I blew up at you guys. I was being... kinda stupid."

"Stupid? Not really." Bumblebee was holding his doorwings in an enthusiastic, narrow V. "Dont worry about it. Everyone understands." He patted Sideswipe's forehead.

The Corvette sighed, relaxing slightly. He supposed that he was lucky after all. Usually, when one twin's Spark was extinguished, it wouldn't take long for the other twin to die as well. But somehow, he felt guilty. Sunstreaker had been his literal other half. They had been Sparked together, grown up together, fought together, lived together, and it seemed only fitting that they would die together.

_I'm sorry, brother. I should be with you, wherever you are, no matter where that happens to be._

A small blue hand brushed against his face, just below his optics, wiping away a bit of moisture.

His optic ridges drew close together and he quickly turned his head away.

"Emotions don't cause weakness," Arcee said quietly, "but refusing to acknowledge them does."

Bumblebee twittered in agreement.

Silence followed, but it was hardly awkward. It was comforting, almost inviting, as if it was prompting him to speak up and pour his Spark out to the two Autobots doing their best to make him feel better.

At the same time, it felt almost patronizing. They were assuming that he was an emotional weakling who could be crushed by something completely intangible. They expected him to talk freely about how dear Sunstreaker had been to him and how shattered he was, when they would never know how it felt to lose a piece of themselves?

Anger rose up in a fiery barrier around his Spark.

"Who do you think you are? Optimus Prime?" Sideswipe growled, rejecting the alluring invitation. "I never took his long-winded motivational speeches and 'imparted wisdom' seriously. And you can bet your aft that I don't take your pathetic attempts to copy him seriously, either. Throwing a tantrum and whining won't solve anything, so don't expect me to start crying to you. I'm not that kind of bot." He clenched his fists, the joints in his knuckles squeaking. This was aggravating. Deep down, he simply wanted to cry and allow himself to be comforted. But his pride - his damned foolish pride - stood in the way.

He reset his optics rapidly, blinking until his optics were completely dry.

Something in the corner of the medbay popped out at him. At first it looked like the dusty tarp that Arcee's other modules were (still) covered by, but he realized that there were now _two_ tarps, each hiding something from view. One of them was fresh and looked like it had been hastily placed over something.

The newer tarp was failing slightly at its purpose, though.

A scorched, dulled yellow hand poked out from underneath it. It seemed to be reaching out to him, calling to him, beckoning him closer...

Sideswipe heard the hums of his systems roaring through his audios, each pulse of his Spark sounded like a cadenced accusation. The yellow fingers seemed to twitch and move, and Sunstreaker's angry voice echoed around him.

_You abandoned me._

_You abandoned me._

_You abandoned me._

"No," Sideswipe choked, pulling away from the tarp. "I never - I didn't - "

The machine that monitored his Spark beeped faster as his panic rose.

_You abandoned me._

Surrounding noise faded to the back of his processor, drowned out by the neverending mantra. He whimpered, clutching his head in a futile attempt to bring silence.

_You abandoned me._

Someone was calling his name from far away, but Sunstreaker stood adamantly between him and the outside world. Cold blue optics burned into him, feeling like sharp slaps to the face...

"He's unresponsive." A different voice cut through the fog in his mind. It was distorted and hard to make out, as if he was underwater and trying to listen to something above the surface. "But he's still stable, which is good. I'll just..."

Something pricked Sideswipe's arm. He jerked away instinctively, but the prickly sensation was as gone as quickly as it had appeared. The fog quickly turned to thick, heavy smoke that swallowed up everything.

Thankfully, "everything" included Sunstreaker's voice.

-

"So."

Arcee barely managed not to flinch under Ratchet's ragged glare. Unfortunately, he was standing right in front of her, blocking her view of Wheeljack tending to a peacefully unconscious Sideswipe.

"Tell me _everything._ Leave nothing out."

_:We were with him when he woke up,: _Bumblebee spoke up first. _:We spoke to him a little bit. Tried to find out how he was feeling.:_

"Then... he got angry," Arcee added. "He told me that he... well, he didn't take what we said seriously. Then he just began twitching and moaning, and that's when I called you."

Ratchet began pacing back and forth, resting his chin in his hands. "Logically, there has to be something that set off that reaction. At worst, it was trigged by his Spark and mind becoming unstable. At best, an external influence caused it." He sighed, staring at various objects scattered around the medbay. "It will be difficult to figure out, and possibly time-consuming as well. I'm declaring Sideswipe medically unfit for duty until he is no longer unstable." His expression darkened as he lowered his tone. "I heard that he attacked you, Arcee. If he made another attempt..."

_:I wouldn't let him lay a hand on Arcee.:_ Bumblebee threw a protective arm around her.

For a moment, the medic looked like he was about to say something, but he stopped, the traces of a smile brightening his face.

"It would be best if things did not come to that," he said. "For now, I'll keep him in the medbay so that I can keep a close optic on him."

_:How long will you keep him here?:_

Ratchet shrugged. "No more than a day. If Megatron and Starscream return, then we will definately need him on the front lines. But if he worsens or shows any more signs of insanity, I'll drag him right back, battle be damned."

Arcee stared at the floor, clicking her dental plating together worriedly. "If he worsens, what would happen to him?"

"Well..." The medic was trying to look completely objective, but the way his optics flicked back and forth betrayed his calm expression. "When one twin dies, the other usually dies as well. But in certain cases - such as this one - other things may happen. Most cases, the surviving twin will spiral down into insanity. Not much research has been done on the effects of twin seperation, because the survivor was always dead or insane after a short time."

He sighed, taking in the femme's reaction. "I am not saying that all hope is lost, though. Hope will be lost when we give up, and I _vow_ not to give up on him. Sideswipe may be an aft-head, but he is still a valuable member of the team, as well as our friend, and..." He smiled wryly. "... someone I have grown quite fond of over time, though I try not to show it."

_:Awww.:_ Bumblebee's doorwings waggled teasingly.

Ratchet scowled severely.

The scout's doorwings stopped twitching.

While he was on his way out, one of 'Bee's doorwings brushed against an empty box of spare parts on a shelf. It toppled off the self, bouncing once on the floor and striking against the tarp covering Sunstreaker's body before clattering to rest on the floor.

Wheeljack stopped what he was doing momentarily to return the box to its original place.

It escaped everyone's notice, but the dulled yellow hand was no longer visible.

-

((This was a pretty odd chapter... I just kept writing and writing at the end because I couldn't think up a way to end it. So I just threw something together, heh...

Sorry about the delay, I caught the cold that's been going around and my calculus course is going to be a lot more difficult than I had thought - the review packet's got me stumped. XD ))


	14. Chapter 14

(( Sorry for being misleading, Sunstreaker's dead and staying that way. The box only rearranged the way his arm was lying/the tarp.

Soundwave demanded even more screen time, so I obliged him. Enjoy the chapter :D ))

Disclaimer: Nope, still don't own them.

-

Soundwave had lost track of how long he had been drifting.

How had things spiraled out of control so quickly?

One moment he had been one of the most feared Decepticons in the universe, happy with his position of Third-In-Command and content to simply be with his "children." Then Frenzy was had been killed, followed by Ravage, now the rest of his minibots were dead and he had been abandoned like a piece of useless wreckage.

He had given up hope of rescue. Most of the Decepticons had already been destroyed, and he didn't trust Megatron or Starscream to go looking for him.

Why couldn't an asteroid hurtle his way and smash him? Why had he been fated to a slow death from energy depletion, alone and forgotten?

No... this kind of pessimistic, woe-is-me thinking wasn't his style. He was _Soundwave_, frag it. The 'Con who was infamous for being as emotional as a chunk of rock.

On second thought, he wasn't even fully sure that he was still the same Soundwave that other Cybertronians knew and feared.

_For as long as he could remember, the four orphaned minibots had been the closest thing to family that he would ever know. He had found them in a ruined building that had been hit by enemy fire, no sign of their creator(s) in sight. They were small, weak, and pathetic, and any Decepticon would have put them out of their misery without a second thought._

_But they had _trusted _him._

_No one else had ever shown him such blind, complete trust so willingly. The sparklings were putting their lives in his cruel, energon-stained hands. _

_They had curled up around his ankles in desperate attemps to keep warm, even though he could vaporize them with a single shot or crush them by simply taking a step. He had seriously considered it for a moment, he would lose the respect he had gained if he walked into Decepticon base with a crew of sparklings clinging to his feet._

_Still, they had __trusted him, and there had been no drill seargant to force them to trust him.  
_

_One of them was of Autobot manufacturing, judging from his blue optics. It was curious, even amazing, that the other three red-opticed sparklings accepted him as another of their own._

_He shook his head in quiet wonder. How could these sparklings get along so well despite their opposing factions, when full-grown Cybertronians would rather fight and kill each other? If their comradeship had been born out of necessity, then the Decepticon sparklings would have torn apart the Autobot for whatever resources they could salvage._

_Why hadn't they done it?_

_One of the sparklings dug his needle-sharp claws into his ankle and made tiny squealing noises up at him._

_He took an energon ration out of subspace and set it down on the uneven, broken floor, watching as the sparklings devoured it. There was none of the "stronger takes all" behavior that was ingrained in every Decepticon's programming. All four of them refueled peacefully together, each one of them consuming no more than he needed. Even the Autobot, who was the smallest and undoubtedly the weakest of them, had his fair share._

_How could sparklings achieve what their elders could not?_

Foolish,_ his processor automatically judged. _The strongest should take the ration for himself and leave the inferior ones to die. Less competition later on, and the ones strong enough to survive this ordeal would respect him.

_But his Spark knew otherwise._

_The sparklings chittered and squeaked at him, begging him for another ration that he did not have._

_He gathered them up carefully in his arms, taking great pains not to hurt any of them, and began the short journey back to the outpost he was in command of. _

_Leaving them to die would be more efficient. Sparklings took great amounts of time, patience, and energy to raise, resources which the war had left unavailable. However, he literally held Cybertron's future in his hands - or some of it, anyway._

_The old generation, the ones who were too set in their ways to change, would be killed off in the war that both sides refused to end. The newly created generation would see the war for what it truly was: nothing more than a deadly way to solve a simple problem._

_Soundwave had joined the Decepticons because Megatron had promised him power, rank, and a position where his unusual abilities would be of great use. Bringing the enemy to their deaths had become routine for him, but despite his apparent devotion, Soundwave had always wondered why he still fought when there was no clear victor in sight._

_Now, he had a reason to continue fighting._

_The Autobots, if they found the sparklings, would indoctrinate them to believe that the Decepticons destroyed their creators and left them to die. The sparklings would eventually find themselves on the battlefield, a new batch of soldiers who would contribute to Cybertron's slow death._

_The Decepticons would simply kill the Autobot sparkling, and the rest would become soldiers whether they liked it or not._

_Soundwave was smart, though. He was more observant than Megatron would ever know. He knew almost all of the dark, unpleasant secrets that the warlord tried to hide with promises of glory and conquest. He knew that the sparklings would most likely die while in training, and then they would be melted down or salvaged in order to continue fueling the Decepticon army.  
_

_He could save them from that fate, though. All it would take was time, patience, and a lot of energy.  
_

_"More scrap for the smelting pools?" one of the brutish grunts guarding the Decepticon outpost asked._

_Soundwave gave him a frosty glare. "Negative," he replied, clutching the whimpering sparklings tighter against his chest. "They are mine."_

_The outpost where he was stationed had always been a dimly lit, gloomy place. But as he strode proudly through the halls, ignoring the snickers and comments from his fellow Decepticons, the glowpanels seemed to shine brighter than any star in the universe._

The light was gone now.

Everything was dark again, just like how the world had seemed before four orphaned sparklings had found their way into his life. Once more, he was surrounded by death, destruction, and worst of all, horrible, crushing solitude.

He had fought and killed thousands of Autobots in order to protect his "children". But he had failed.

He had failed his sparklings, the Decepticon cause, and himself.

In the end, he was just another soldier, and the minibots he held in his broken arms were dead.

What had he gained by believing that he could raise the next generation of peaceful Cybertronians?

Nothing but memories. Useless, worthless memories that wouldn't mean anything in the long run. He would gladly trade all of them away if it meant that his sparklings would be alive again.

His world was suddenly lit up again, but this time it was a harsh white glare that burned at his damaged optics. He instinctively turned his head away.

For a second, it looked like Megatron had come back for him. He would allowed himself a sigh of relief, but sound did not travel through space.

However, his hopes were quickly dashed.

Soundwave didn't recall a single Decepticon whose armor was a light, _feminine _shade of powder-blue.

-

Arcee felt a couple circuits tear as she slammed hard into the solid metal wall behind her. She ducked instinctively, and brought her arms up to parry the sword that was bearing down on her.

With surprising agility for its size, her opponent's blade pulled back and stabbed lower, at her chest this time. Her mind was torn between rolling aside to evade it or hurling herself to the floor.

Unsurprisingly, she did both.

The end result was that she mostly toppled over sideways, scraping her elbow uncomfortably along the ground. It wasn't the most elegant of moves, but it was still effective. She reached her arm out and caught her opponent's ankle with one of her daggers. He stumbled, the joint sparking brightly, and she grinned with anticipation...

Her victory was short-lived, though.

Thankfully, it was a fist, not a sword, that came smashing down on the back of her neck. Her vision went blurry and gray from the impact alone, and then everything turned to static as her chin collided hard with the floor. She couldn't tell if her head was spinning or ringing, but it certainly hurt.

When everything cleared, she was lying on her back and staring at the ceiling.

Arcee reset her optics several times, trying to ignore the constant pounding ache that plagued every inch of her body. She was also trying to ignore the barely suppressed amusement on Optimus Prime's face.

"There was a reason I said that Sideswipe would be the best Autobot who could teach you," he said in that particularly aggravating tone of his that was somewhere between a gentle scolding and an I-told-you-so.

"I get it, I get it," she moaned.

He smiled lightly, retracted his swords, and helped her up. "Unfortunately, a bot of your size would be hard pressed to hold her own against a larger opponent. If, perhaps, you could be returned to your previous frame..." he trailed off.

Arcee rubbed her chin, wincing at the soreness. "I'm not sure whether or not my old body has been salvaged or not, and even if it could be used, I can't remember exactly who performed the transfer." She frowned, trying to reason with memory banks that stubbornly refused to cooperate with her. "Think it was another femme that did it, though. Just can't figure out her name, or what she looked like."

Optimus _hmm_'ed thoughtfully. "That is a start, at least."

"But it's not much of one," she said grumpily.

"We make do with what we have," he replied.

_What if we don't have anything except for false hope?_ Arcee wanted to ask as she brushed dust off her armor. She kept quiet, though.

His optics searched her sharply, and he continued. "Even if the outlook is grim, one can find a way if they are desperate enough."

She stared dumbfoundedly at him as he gave her a final comforting pat on the shoulder before leaving. Just _how_ did Optimus Prime manage to know almost exactly what she was thinking?

-

_"I think he's sort of cute. Can I keep him?"_

_"He is a Dececpticon, Moonracer."_

_"I know, but still..."_

_"The decision is up to Elita, not you. Though personally, I'd love to finish off our little prisoner. Whoever tried to do him in didn't try hard enough."_

The peaceful, fuzzy warmth that Soundwave basked in was difficult to shake off, but he managed to drag himself to awareness. Everything was dark, and for a moment he thought that his Spark had finally rejoined the Matrix, but running a quick scan on himself revealed that his optics had been forcefully disabled. He tried to sit up, but something heavy and metallic kept him securely pinned down. To add insult to injury, all of his weapons systems had been removed as well as uninstalled.

Footsteps approached him, and a slender hand traced teasingly across his faceplate. Someone standing above him giggled, tickling him under the chin.

Soundwave figured that he had hit rock bottom with the deaths of his sparklings, and now life was offering him a fine selection of shovels.

Great.

-

(( Please leave a review, if it's not too much trouble. I'm worried that I've gone overboard in giving Soundwave emotions, or destroyed canon by giving him and his cassettes a history... have I? o_o ))


	15. Chapter 15

(( I've sort of gotten out of touch with the Transformers universe, sadly. I fear I may be losing my touch... Anyhow, please enjoy this chapter. ))

Disclaimer: Nope, still don't own them...

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Soundwave felt the floor beneath him rock back and forth violently. He sat up, his damaged frame groaning in protest, audio sensors on the alert for any unusual sounds. A small part of him was frustrated at not being able to find out what was going around him, but there was little he could do about it. Even if his optics hadn't been deactivated, he had been bound and locked up in a cramped locker in the shuttle's cargo bay.

Footsteps sounded from above. He listened intently, fully aware that one could pick up on the situation just from listening to the paces of others.

There were no shouts or alarms that could be heard. The three sets of footsteps he was aware of were quick and businesslike, but there was no urgency to them.

The footsteps vanished from the range of his audio sensors, and he was left in almost complete silence. The quiet hum of the ship's systems made him feel complacent and sleepy, but he kept himself awake through his legendary self-control.

Soundwave suddenly noticed that the ever-present whine of engines was gone. That means that they had to have stopped somewhere...

Behind his battered, dented faceplate, he smiled grimly. Perhaps his captors had docked with a slave trader's ship, and he was about to be sold as either a slave, or scrap metal.

He blamed that illogical, completely baseless presumption on damage, low energy, being held captive by a group of ruthless femmes, and the loss of everything he had become familiar with.

The footsteps approached again, only one set this time. Whoever was walking towards him was in no hurry whatsoever, and her tread was soft and light. It was either their medic or the one who had called him cute.

Hinges squealed as the cargo bay doors yawned open. Locks clicked and he felt fresh air rush around him as his makeshift cell was opened.

"Ride's over, Decepticon," a cheery voice greeted him. He lurched forwards unsteadily as the chain looped around his neck was tugged on harshly, and he stumbled after the femme. Something cold and metallic (a weapon, no doubt) was pressed to the back of his head.

He was led through the corridors of the ship, his shoulders scraping painfully against walls that were meant to accommodate smaller femmes. Shame at being collared and leashed like this dragged at him, but he was slightly thankful that there were only four Autobots on board and not a full crew. At least he wouldn't have to put up with jeers and taunts.

"Ah, Moonracer's got herself a new pet, I see." The violent femme of the group spoke up just loud enough for him to hear.

So much for not having to put up with jeers and taunts.

A large hand patted him several times on the top of his head, a little harder than what could be considered affectionate. His weakened knee joints buckled slightly each time the hand made contact.

The femme chuckled. "He's so well-behaved, too."

Soundwave turned his head towards the sound of her voice, fixing her with an angry, sightless glare. Her harsh laughter echoed through the corridor as Moonracer pulled him away.

They were ascending now, walking up a steep ramp by the feel of it. The cool temperature inside the shuttle soon gave way to warm, humid air. Other than their footsteps, rushing noise that faded in and out was the most prevalent background noise.

Without warning, the surface beneath him fell away. For the first time since he had been a sparkling, Soundwave emitted a surprised yelp as he plunged face-first into relatively shallow water. He was hauled upright by a yank on the chain before he could get his bearings.

No doubt they were on a planet that contained water. He hadn't been captive for long, and the solar system the Decepticons had been called to was a long haul from anywhere... Could they be on that organic-infested planet third from the sun?

Probably.

He sensed several hasty messages flying back and forth over semi-encoded communications frequencies, but his intricate hacking abilities were too exhaustion-dulled to read them. The ground shook lightly as something with a _very_ heavy tread approached.

"Autobot Moonracer reporting in, Prime." The femme giggled lightly. "I told you we had a very special guest for you."

He felt an intense gaze against his cracked visor, willing himself not to flinch or look away. It didn't take working vision to know that Optimus Prime was scrutinizing him.

"Soundwave." Machinery whirred and clicked in the telltale sounds of transformation. The air in front of him burned with the heat of an energon blade.

"Thousands of Autobots will rest easier after this," Prime growled.

_As would I,_ Soundwave thought. He inclined his head with the last of the pride that remained in him, calmly awaiting the cold, peaceful oblivion that one could find at the edge of a sword.

Several weighty seconds passed in complete silence, except for the soft hum of Prime's weapon and the ominous whispering of the ocean.

Suddenly the blade was gone, retracting into its owner's arm. The mech in front of him growled quietly, and Soundwave felt the weight of imminent death lift from his shoulders. He felt almost... disappointed?

The ground trembled slightly as Optimus Prime strode past him. He tensed, calculating his chances of survival if he made a mad dash for freedom.

A quiet giggle came from somewhere behind him as Moonracer pulled lightly on the chain, reminding him that he was still a captive.

There was a hushed exchange of words from where Soundwave guessed the femmes' shuttle was. Metal collided with an abrupt _clang_, and a pair of powerful engines purred in perfect harmony.

"Huh." Moonracer's tone had a bit of cheeky humor to it. "Looks like today's your lucky day, Decepticon. Elita's given the order that you're to be kept alive, even though most of us want you destroyed and your frame melted down for scrap." She laughed airily. "Maybe she's allowing me to keep you as a pet."

"Or hopefully, target practice." One of the remaining two femmes on board strode ashore, taking great effort to clip Soundwave in the back with a heavily armored shoulder.

His anger flared sharply, but he buried the emotions and stood as upright as his battered body would allow. He wouldn't show any shame, fear, or guilt to these pathetic Autobots. They were no better than his own faction, though neither were they any worse.

When a war went on for so long, the line between good and evil usually blurred.

What made a warrior "good," then? Their actions? Their beliefs? Where their loyalties lay? Their reasons for fighting?

Soundwave considered himself. He had sided with the Decepticons, who were thought of as evil by members of both factions. He was a murderer and a wiley deceiver, but he had also been a father and caretaker.

If you committed horrible crimes in order to further a righteous cause, did that make you a righteous being?

_Negative,_ he concluded.

If it was true, then he wouldn't feel so terrible for being allowed to continue existing.

-

Arcee fidgeted nervously, watching the prisoner out of the corner of her vision. Even though he was shackled, disabled, and securely trapped behind glowing streams of threatening blue energy, Soundwave's presence was still darkly foreboding. After all, he was the mech who had nearly offlined Bumblebee, crushed her arm, and killed Sideswipe's brother.

Strangely, she felt a remorseful kind of pity for Soundwave. According to what she had heard, the Decepticon had been damaged during a mission, but Megatron and Starscream had abandoned him. Left him to die, they said, alone in the empty void of space. It was a terrible way to go, weakening from lack of energy and malfunctioning parts until your Spark gave out. It was a death that could take anywhere from a couple days to thousands of years, but no matter how long it took, you died alone.

As of now, Soundwave seemed to be in a state of deep recharge. He hadn't even twitched or looked up when Arcee came over to relieve Hound of prisoner duty, and he was sprawled haphazardly against the wall in a manner that hardly matched his reputation.

There was a strong sense of resentment in the atmosphere. It went without saying that none of the Autobots, except for Elita-One, wanted to keep the Decepticon around.

Almost every Autobot femme, Arcee included, looked up to and deeply admired Optimus Prime's regal, wise bondmate. However, at this point, Arcee was doubting the rose and white femme's decision.

Even in his damaged state, Soundwave was dangerous - much too dangerous to keep around. They had to get rid of him, even if it meant that they were condemning him to a lonely death.

Maybe that was why leadership was one of the most difficult roles to perform. You had to deal with decisions like this one. Any wrong turn would weigh heavily on your conscience, and everyone looked to you for guidance.

She heard the whirrs and whines of systems powering up from recharge and glanced over at Soundwave quickly. The mech was awake, if just barely. He was turning his head this way and that, as if he was trying to get a better look at a hazy object in the unseen distance.

It was interesting, Arcee noted, that she could make out what she thought resembled a faint green glow behind the shattered, dim red visor.

Soundwave growled softly in what sounded like suppressed frustration as he attempted to stand. Firestar, the silent medic who had come to Earth with Elita's crew, had done a decent enough job patching the Decepticon's injuries, but she had done only that and no more. It was unlikely that Soundwave would be escaping of his own accord.

"Escape: impossible," the mech said quietly, as if he was reading her thoughts. (Then again, Soundwave was rumored to be a telepath...) "Your presence is not required."

Arcee regarded him with an unamused smirk. "I didn't make the rules, I just follow them."

The satellite tilted his head towards the sound of her voice. Arcee kept her gaze locked on his, unwilling to show weakness or deference despite how uncomfortable she felt facing down the Decepticon third-in-command.

She stared at him for several minutes, wondering what he was trying to accomplish by drilling into her with his optics. And then she realized that he was simply staring blankly ahead - he was sightless. Pity for him flared once more, but he forced her emotions back under control.

_Don't pity him. Remember what he did to Bumblebee and Sunstreaker. He deserves this. He deserves to be tortured until he dies. Think of all the Autobots he's slain in the past._

"You are familiar," Soundwave noted.

"As are you."

He replied with a strange, bitter chuckle that sounded both grating and vaguely musical at the same time.

"I fail to see the humor in what I said," she remarked blandly.

Soundwave lowered his head resentfully, reluctant to continue conversing with the enemy. "There is little humor in war, femme."

He ignored the disinterested noise she made, turning away from her to settle his chin against his chest.

"You know, you should be thankful that I'm not blasting you into a heap of slag," Arcee called to him. "I never did get to pay you back for our last meeting."

The mech shrugged wordlessly.

"I ought to rip out your spinal relays," she threatened casually. "It seems only fair, after what you did to 'Bee."

Arcee extended the small blades built into her arms, holding them up so that they glittered in the bright electric lights. "Maybe I'll just kill you." She continued, leaning against the wall and giving him a chilly smile. "But that would mean disobeying orders, and I value my honor as an Autobot more than you."

Soundwave spoke up, his voice as neutral and emotionless as it always was. "What will you gain from killing for the sake of vengeance?"

She had no answer.

-

(( I apologize for the month-long delay in this chapter. Life went sharply downhill for me these past few weeks, and I barely had the motivation to drag myself through each day, much less write. However, I am back on my feet now.

This fic is probably close to the end. It should be finished some time in late November, unless something unexpected happens.

Thank you for all the alerts, reviews, and favorites. ))


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